SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.6)*
Packeteer, Inc.
(Name
of Issuer)
Common Stock
(Title of Class of Securities)
695210104
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551
Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 21, 2008
(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 which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 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.
The
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 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
).
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
WC
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or
2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
0
9.
|
SOLE DISPOSITIVE POWER
|
0
10.
|
SHARED DISPOSITIVE POWER
|
0
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
0.0%
14.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
WC
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or
2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
0
9.
|
SOLE DISPOSITIVE POWER
|
0
10.
|
SHARED DISPOSITIVE POWER
|
0
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
0.0%
14.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
OO
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or
2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
0
9.
|
SOLE DISPOSITIVE POWER
|
0
10.
|
SHARED DISPOSITIVE POWER
|
0
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
0.0%
14.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of the common stock, $.001 par value (the
“Common Stock”), of Packeteer, Inc. (the “Issuer”),
beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries
(“Elliott”), Elliott International, L.P. (“Elliott
International”), and Elliott International Capital Advisers Inc.
(“EICA” and collectively, the “Reporting Persons”) as of April
21, 2008 and amends and supplements the Schedule 13D originally filed on May 24, 2007,
as previously amended (collectively, the “Schedule 13D”). Except as set
forth herein, the Schedule 13D is unmodified.
ITEM 3.
|
Source and Amount of Funds or Other
Consideration.
|
Not applicable.
ITEM 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is supplemented by the following:
On April 20, 2008, the Issuer entered into an Agreement and Plan of
Merger with Blue Coat Systems, Inc., a Delaware corporation (“Blue Coat”),
and Cooper Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Blue Coat, pursuant to which Blue Coat agreed to acquire the Issuer (the
“Packeteer Transaction”).
On April 20, 2008, The Liverpool Limited Partnership, a Bermuda limited
partnership and a wholly owned subsidiary of Elliott (“Liverpool”), and
Elliott International entered into a stock purchase agreement with Blue Coat pursuant
to which (a) Liverpool agreed to sell its 1,423,647 shares of Common Stock to Blue Coat
at a price of $7.10 per share and (b) Elliott International agreed to sell its
2,135,470 shares of Common Stock to Blue Coat at a price of $7.10 per share. The above
transactions closed on April 21, 2008. The sale of the shares by Liverpool and Elliott
International to Blue Coat pursuant to the stock purchase agreement described above are
not conditional upon the consummation of the Packeteer Transaction.
On April 20, 2008, Manchester Securities Corporation, a New York
corporation and a wholly owned subsidiary of Elliott (“Manchester”),
entered into a note purchase agreement with Blue Coat and other parties identified
therein, pursuant to which Manchester agreed to acquire, for a purchase price of
$40,000,000, (x) a senior convertible note (the “Note”) in principal amount
of $40,000,000, convertible into common stock of Blue Coat at a conversion price of
$20.76 and (y) warrants (“Warrants”) exercisable into 192,678 shares of
common stock of Blue Coat at an exercise price of $20.76 per share. The Note and
Warrants are convertible and exercisable, as applicable, pursuant to the terms
thereof.
On April 21, 2008, Elliott filed an amendment to the Schedule TO it
originally filed with the United States Securities and Exchange Commission
(“SEC”) on March 20, 2008 (“Schedule TO”), terminating its
tender offer.
ITEM 5.
|
Interest in Securities of the Issuer.
|
(a) None of the Reporting
Persons beneficially owns any shares of Common Stock.
(c) There were no
transactions effected by the Reporting Persons during the past sixty (60) days other
than the transactions described in Item 4.
(e) On April 21, 2008,
the Reporting Persons ceased to beneficially own 5% of the Issuer’s outstanding
shares of Common Stock.
ITEM 6.
|
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
|
There are no contracts, arrangement, understandings or relationships
with respect to the securities of the Issuer other than the transactions and agreements
discussed in Item 4.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
ELLIOTT ASSOCIATES, L.P.
|
By: Elliott
Capital Advisors, L.P., as General Partner
|
By: Braxton
Associates, Inc., as General Partner
|
|
By:
/s/ Elliot Greenberg
|
|
Elliot Greenberg,
Vice President
|
|
|
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ELLIOTT INTERNATIONAL, L.P.
|
By: Elliott Intrnational Capital
Advisors Inc.,
as Attorney-in-Fact
|
|
By:
/s/ Elliot Greenberg
|
|
Elliot Greenberg,
Vice President
|
|
|
|
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
|
|
By:
/s/ Elliot Greenberg
|
|
Elliot Greenberg,
Vice President
|
|
|