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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 6)
Big Band Networks, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
089750509
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(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Allison Bennington, Esq.
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
July 29, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP NO. 089750509 Page 2 of 13
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct SmallCap Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,008,635**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
10,008,635**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,008,635**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 089750509 Page 3 of 13
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA SmallCap Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,008,635**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
10,008,635**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,008,635**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 089750509 Page 4 of 13
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct SmallCap Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,008,635**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
10,008,635**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,008,635**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 089750509 Page 5 of 13
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct SmallCap Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,008,635**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,008,635**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,008,635**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 089750509 Page 6 of 13
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
David Lockwood
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,008,635**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,008,635**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,008,635**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14. TYPE OF REPORTING PERSON
IN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 089750509 Page 7 of 13
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THE PURPOSE OF THIS AMENDMENT NO. 6 TO SCHEDULE 13D IS TO AMEND THE OWNERSHIP
REPORTS OF THE REPORTING PERSONS AND TO AMEND ITEM 4 (PURPOSE OF
TRANSACTION), ITEM 6 (CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER) AND ITEM 7 (MATERIAL
TO BE FILED AS EXHIBITS). THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION
PREVIOUSLY PROVIDED.
Item 4. Purpose of Transaction
On July 29, 2010, BigBand Networks, Inc., a Delaware corporation (the
"Company"), entered into an agreement (the "Agreement") with ValueAct
SmallCap Master Fund, L.P. ("ValueAct SmallCap Master Fund"), VA SmallCap
Partners, LLC ("VA SmallCap Partners"), ValueAct SmallCap Management, L.P.
("ValueAct SmallCap Management"), ValueAct SmallCap Management, LLC
("ValueAct SmallCap Management GP"), VA Partners I, LLC ("VA Partners"),
ValueAct Capital Management, L.P. ("ValueAct Capital Management"), and David
Lockwood (Mr. Lockwood, together with ValueAct SmallCap Master Fund, VA
SmallCap Partners, ValueAct SmallCap Management, ValueAct SmallCap Management
GP, VA Partners, and ValueAct Capital Management are sometimes referred to
herein as the "ValueAct Group"). ValueAct SmallCap Master Fund, L.P.
beneficially owns in the aggregate 10,008,635 shares of common stock, par
value $0.001 per share, of the Company (the "Common Stock").
Pursuant to the Agreement, the Board of Directors of the Company (the
"Board") appointed David Lockwood to the Board in the class whose term ends
at the annual meeting of stockholders to be held in calendar year 2012
(Class III).
The Agreement also provides that each member of the ValueAct Group
agrees that, from the date of the Agreement until the day immediately
following the last day on which a stockholder of the Company may give timely
notice of its intent to bring a proposal or director nomination for
consideration at the annual meeting of stockholders of the Company to be held
in calendar year 2012, as set forth in the Company's bylaws (such period
being referred to herein as the "Restricted Period"), neither it nor any of
its affiliates will, unless specifically requested by, or authorized in
writing by a resolution of, the Board, directly or indirectly: (a) effect or
seek to effect, offer or propose to effect, or cause or participate in, or in
any way assist or facilitate any other person or entity to effect or seek,
offer or propose to effect or participate in, (i) any acquisition (or sale)
of any material assets or businesses, of the Company or any of its
subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition,
share exchange or other business combination involving the Company or any of
its subsidiaries, or (iii) any recapitalization, extraordinary or special
dividend, restructuring, liquidation, disposition, dissolution or other
extraordinary transaction with respect to the Company or any of its
subsidiaries or any material portion of its or their businesses (any such
transaction described in this subparagraph (a), an "Extraordinary
Transaction"); provided, however, that nothing in this subparagraph (a) shall
prevent the ValueAct Group from voting in favor of any Extraordinary
Transaction that has been approved or recommended by the Board, or voting
against any Extraordinary Transaction that has not been approved and
recommended by the Board; (b) purchase or cause to be purchased or otherwise
acquire or agree to acquire economic ownership (as defined below) of (i) any
Common Stock, if in any such case, immediately after the taking of such
SCHEDULE 13D
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CUSIP NO. 089750509 Page 8 of 13
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action the ValueAct Group, together with their respective affiliates, would,
in the aggregate, economically own more than 14.9% of the then outstanding
shares of Common Stock; provided, however, that it shall not be a breach of
this subparagraph (b) if the ValueAct Group's economic ownership of shares of
Common Stock exceeds such 14.9% limitation solely as a result of share
purchases, reverse share splits or other similar actions taken by the Company
that by reducing the number of shares of Common Stock outstanding cause the
ValueAct Group's economic ownership to exceed such 14.9% limitation, so long
as the ValueAct Group's economic ownership shall not increase thereafter
(except solely as a result of further share purchases, reverse share splits
or other similar actions taken by the Company), unless and until the ValueAct
Group's economic ownership before and after such subsequent increase does not
exceed such 14.9% limitation, or (ii) any other securities issued by the
Company; (c) seek to call, or to request the call of, or call a special
meeting of the stockholders of the Company, or seek to make, or make, a
stockholder proposal (whether pursuant to Rule 14a-8 promulgated by the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise) at any meeting of the
stockholders of the Company, or seek election to the Board, seek to place a
representative on the Board or seek the removal of any director from the
Board, or otherwise acting alone, or in concert with others, seek to control,
advise, change or influence the management, Board, governance instruments,
policies or affairs of the Company; (d) form, join in or in any other way
participate in a "partnership, limited partnership, syndicate or other group"
within the meaning of Section 13(d)(3) of the Exchange Act with respect to
the Common Stock or deposit any shares of Common Stock in a voting trust or
similar arrangement or subject any shares of Common Stock to any voting
agreement or pooling arrangement, or grant any proxy with respect to any
shares of Common Stock (other than to a designated representative of the
Company pursuant to a proxy solicitation on behalf of the Board), other than
solely with other members of the ValueAct Group or one or more affiliates of
the ValueAct Group with respect to the shares of Common Stock acquired in
compliance with subparagraph (b) above; (e) solicit proxies or written
consents of stockholders, or make, or in any way participate in, any
"solicitation" of any "proxy" within the meaning of Rule?14a-1 promulgated by
the SEC under the Exchange Act (but without regard to the exclusion set forth
in Rule 14a-1(l)(2)(iv) from the definition of "solicitation") to vote any
shares of Common Stock with respect to (i) any matter described in
subparagraphs (a) through (c) above, (ii) any Extraordinary Transaction,
(iii) any material change in the present board of directors or management of
the Company or any subsidiary or division thereof, including, without
limitation, any plans or proposals to change the number or the term of
directors, to remove any director or to fill any existing vacancies on the
board, or to change any material term of the employment contract of any
executive officer, (iv) the opposition of any person nominated, or the
nomination of any person not nominated, by the Company's management or
nominating committee, (v) any material change in the Company's capital
structure or business, or (vi) any other action to or seek to control,
advise, change or influence the management, the Board, governance
instruments, policies or affairs of the Company; provided, however, that
nothing in this subparagraph (e) shall prevent the ValueAct Group from voting
in favor of any Extraordinary Transaction that has been approved or
recommended by the Board, or voting against any Extraordinary Transaction
that has not been approved and recommended by the Board; (f) make any public
SCHEDULE 13D
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CUSIP NO. 089750509 Page 9 of 13
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announcement with respect to any matter described in subparagraphs (a)
through (e) above; (g) enter into any discussions, negotiations, agreements
or understandings with any person or entity with respect to any of the
foregoing, advise, assist, encourage, support or seek to persuade others to
take any action with respect to any of the foregoing, or act in concert with
others or as part of a group (within the meaning of Section 13(d)(3) of the
Exchange Act) with respect to any of the foregoing; or (h) take any action
that could reasonably be expected to require the Company to make a public
announcement regarding the possibility of any of the events described in
subparagraphs (a) through (g) above; or (i) request the Company or any of its
affiliates, directly or indirectly, in any public manner to amend or waive
any provision of this paragraph (including this subparagraph).
The Agreement also provides that each member of the ValueAct Group
agrees that, during the Restricted Period, such member of the ValueAct Group,
together with its affiliates, in its capacity as a stockholder of the
Company, will cause all shares of Common Stock for which they have the right
to vote to be present for quorum purposes and to be voted at any meeting of
stockholders or at any adjournments or postponements thereof, (a) in favor of
each director nominated and recommended by the Board for election at any such
meeting, (b) against any stockholder nominations for director which are not
approved and recommended by the Board for election at any such meeting, and
(c) in accordance with the recommendation of the Board in any other matter
proposed by stockholders of the Company.
The Agreement also provides that each member of the ValueAct Group
agrees that, during the Restricted Period, neither it nor any of its
affiliates will, unless specifically approved in writing by a resolution of
the Board, directly or indirectly, transfer any shares of Common Stock
beneficially owned by any member of the ValueAct Group except (a) in one or
more transactions with any affiliate of any member of the ValueAct Group,
(b) pursuant to the terms of any tender offer, exchange offer, merger,
reclassification, reorganization, recapitalization or other similar
transaction in which stockholders of the Company are offered, permitted or
required to participate as holders of Common Stock, provided that such tender
offer, exchange offer, merger, reclassification, reorganization,
recapitalization or other transaction has been approved or recommended by the
Board, and (c) if Mr. Lockwood ceases to be a member of the Board during the
Restricted Period, in a "brokers' transaction" (as defined in Rule 144
promulgated by the SEC under the Securities Act) that does not exceed the
volume limitation described in paragraph (e)(1) of, and satisfies all of the
other conditions set forth in, Rule 144 promulgated by the SEC under the
Securities Act, provided that such member of the ValueAct Group does not
knowingly transfer any such shares in such transaction to any person, entity
or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) who
or that is (or will become upon consummation of such transaction) the
economic owner of five percent (5%) or more of the outstanding shares of
Common Stock.
The foregoing description of the Agreement is qualified in its entirety
by reference to the full text of the Agreement, which is attached as Exhibit
10.1 to the Issuer's Current Report on Form 8-K dated July 30, 2010 and
incorporated herein by reference.
SCHEDULE 13D
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CUSIP NO. 089750509 Page 10 of 13
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth in Item 4 above with respect to the
Agreement is incorporated herein by reference.
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer's Common Stock which are
required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
(2) Agreement by and among BigBand Networks, Inc., ValueAct SmallCap
Master Fund, VA SmallCap Partners, ValueAct SmallCap Management, ValueAct
SmallCap Management GP, VA Partners, ValueAct Capital Management, and David
Lockwood dated July 29, 2010 filed as Exhibit 10.1 to the Issuer's Current
Report on Form 8-K dated July 30, 2010 and incorporated by reference herein.
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CUSIP NO. 089750509 Page 11 of 13
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints David Lockwood,
with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
VALUEACT SMALLCAP MASTER FUND, L.P. by VA
SMALLCAP PARTNERS, LLC, its General Partner
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
VA SMALLCAP PARTNERS, LLC
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
VALUEACT SMALLCAP MANAGEMENT, L.P. by
VALUEACT SMALLCAP MANAGEMENT, LLC, its
General Partner
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
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CUSIP NO. 089750509 Page 12 of 13
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VALUEACT SMALLCAP MANAGEMENT, LLC
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
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CUSIP NO. 089750509 Page 13 of 13
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Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Big Band
Networks, Inc. is being filed jointly on behalf of each of them with
the Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
VALUEACT SMALLCAP MASTER FUND, L.P. by VA
SMALLCAP PARTNERS, LLC, its General Partner
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
VA SMALLCAP PARTNERS, LLC
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
VALUEACT SMALLCAP MANAGEMENT, L.P. by
VALUEACT SMALLCAP MANAGEMENT, LLC, its
General Partner
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
VALUEACT SMALLCAP MANAGEMENT, LLC
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member
By: /s/ David Lockwood
--------------------------------------
Dated: August 4, 2010 David Lockwood, Managing Member