As filed with the Securities and Exchange Commission on August 31, 2007

Registration No. 333-75758

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-3

ON

FORM S-1

REGISTRATION STATEMENT
Under
The Securities Act of 1933

 

JUNIPER NETWORKS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		3661		77-0422528
(State or other jurisdiction of		(Primary Standard Industrial		(IRS Employer
incorporation or organization)		Classification Code Number)		Identification Number)

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

 

DEREGISTRATION OF SECURITIES

     On December 21, 2001, Juniper Networks, Inc. (the “Company”) filed its Registration Statement on Form S-3 (File No. 333-75758) covering 4,611,705 shares of the Company’s Common Stock held by certain stockholders of the Company. On January 8, 2002, the Company filed Amendment No 1. to its Registration Statement on Form S-3, covering 7,244,278 shares. On January 31, 2002, the Commission declared the Registration Statement effective.

     The Registration Statement was filed in order to register the shares issued to stockholders on December 14, 2001 in connection with the Company’s acquisition of Pacific Broadband Communications, Inc. Based on the records of the Company’s transfer agent, of the 7,244,278 shares registered under the Registration Statement, the selling stockholders have been re-selling shares under the Registration Statement or Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).

     In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the Securities Act, the Company respectfully requests that the Commission remove from registration all shares that remain unsold under the Registration Statement. The Company is requesting the de-registration of the shares remaining unsold under the Registration Statement because all shares registered thereunder held by non-affiliates of the Company are freely tradable pursuant to Rule 144(k) of the Securities Act.

     Accordingly, the Company hereby de-registers any shares of its Common Stock, registered pursuant to the Registration Statement remaining unsold thereunder.

Item 16. Exhibits and Financial Statement Schedules

(a)     Index to Exhibits.

Exhibit No.		Description
24.1		Power of Attorney

(b)     Not applicable.

[The remainder of this page is intentionally left blank.]

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 31^st day of August, 2007.

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated:

Signature		Title		Date
*        Scott Kriens		President, Chief Executive Officer and Chairman of the Board (Chief Executive Officer)		August 31, 2007
/s/ Robyn Denholm        Robyn Denholm		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		August 31, 2007
Pradeep Sindhu		Chief Technical Officer and Vice Chairman of the Board		August 31, 2007
*        Robert M. Calderoni		Director		August 31, 2007
*        Kenneth Goldman		Director		August 31, 2007
*        William R. Hearst III		Director		August 31, 2007
Mike Rose		Director		August 31, 2007
*        Michael Lawrie		Director		August 31, 2007
*        Stratton Sclavos		Director		August 31, 2007
*        William R. Stensrud		Director		August 31, 2007

* By:		/s/ Mitchell Gaynor   Mitchell Gaynor
		Attorney-in-fact

INDEX TO EXHIBITS

Exhibit No.		Description of Document
24.1		Power of Attorney