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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
F5 NETWORKS, INC.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
315616102
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(CUSIP Number)
June 19, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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CUSIP NO. 315616102 13G Page 2 of 9 Pages
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-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Hedreen
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
1,707,842 shares (1)(2)
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
-0- shares
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
1,707,842 shares (1)(2)
--------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,707,842 shares (1)(2)
-------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
-------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
-------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
-------- ----------------------------------------------------------------------
(1) Directly owned by Hedreen Joint Venture ("HJV"). Richard C. Hedreen is HJV's
sole manager and, therefore, has voting and dispositive power with respect to
such shares.
(2) These shares were originally reported on a Schedule 13D on October 19, 2001,
and are now being reported on Schedule 13G pursuant to Rule 13d-1(h) of the
Securities and Exchange Act of 1934, as amended.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 315616102 13G Page 3 of 9 Pages
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-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hedreen Joint Venture
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
-------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
1,707,842 shares (1)(2)
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
-0- shares
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
1,707,842 shares (1)(2)
--------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,707,842 shares (1)(2)
-------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
-------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
-------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
-------- ----------------------------------------------------------------------
(1) Directly owned by Hedreen Joint Venture ("HJV"). Richard C. Hedreen is HJV's
sole manager and, therefore, has voting and dispositive power with respect to
such shares.
(2) These shares were originally reported on a Schedule 13D on October 19, 2001,
and are now being reported on Schedule 13G pursuant to Rule 13d-1(h) of the
Securities and Exchange Act of 1934, as amended.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1 (a). Name of Issuer: F5 Networks, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
401 Elliott Avenue West, Suite 500
Seattle, WA 98119
Item 2 (a). Name of Person Filing: Richard C. Hedreen and Hedreen Joint Venture
Item 2 (b). Address of Principal Business Office or, if none, Residence:
P. O. Box 9006
Seattle, Washington 98109
Item 2 (c). Citizenship: Richard C. Hedreen is a citizen of the United States of
America. Hedreen Joint Venture is organized under the laws of the State of
Washington.
Item 2 (d). Title of Class of Securities: Common Stock
Item 2 (e). CUSIP Number: 315616102
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,707,842 shares (1) (2)
(b) Percent of Class: 6.7% (3)
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote
-0- shares
(ii) shared power to vote or to direct the vote
1,707,842 shares (1)(2)
(iii) sole power to dispose or to direct the disposition of
-0- shares
(iv) shared power to dispose or to direct the disposition of
1,707,842 shares (1)(2)
------------------------
(1) Directly owned by Hedreen Joint Venture ("HJV"). Richard C. Hedreen is HJV's
sole manager and, therefore, has voting and dispositive power with respect to
such shares.
(2) These shares were originally reported on a Schedule 13D on October 19, 2001,
and are now being reported on Schedule 13G pursuant to Rule 13d-1(h) of the
Securities and Exchange Act of 1934, as amended.
(3) The percentage is based upon an estimated 25,608,326 shares of voting common
stock outstanding, as reported by the issuer on a Form 10Q filed with the
Securities & Exchange Commission on May 9, 2002.
Page 4 of 9
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 5 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 8, 2002 *
-----------------------------------------------------
Richard C. Hedreen
*By: /s/ David M. Eskenazy
------------------------------------------------
David M. Eskenazy as Attorney-in-fact for
Richard C. Hedreen
HEDREEN JOINT VENTURE
July 8, 2002 By: *
---------------------------------------------
Richard C. Hedreen, Manager
*By: /s/ David M. Eskenazy
------------------------------------------------
David M. Eskenazy as Attorney-in-fact for
Richard C. Hedreen
EXHIBIT INDEX
Exhibit Description
99.1 Joint Filing Agreement
Page 7 of 9
Prudential Securities Incorporated
Page 2
EXHIBIT 99.1
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing Agreement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by either or both of us will be filed, on behalf of each of us.
Dated: July 8, 2002.
*
----------------------------------------------------
Richard C. Hedreen
*By: /s/ David M. Eskenazy
-----------------------------------------------
David M. Eskenazy as Attorney-in-fact for
Richard C. Hedreen
HEDREEN JOINT VENTURE
By: *
-----------------------------------------------
Richard C. Hedreen, Manager
*By: /s/ David M. Eskenazy
-----------------------------------------------
David M. Eskenazy as Attorney-in-fact for
Richard C. Hedreen
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David M. Eskenazy, with
full power of substitution, as the true and lawful attorney of the undersigned,
and authorizes and designates him to sign on behalf of the undersigned, and to
file filings and any amendments thereto made by or on behalf of the undersigned
in respect of the beneficial ownership of equity securities held by the
undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d),
13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of June, 2002.
- 9 -
/s/Richard C. Hedreen
----------------------------------------------------
RICHARD C. HEDREEN