Table of Contents

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)	
1194 North Mathilda Avenue
Sunnyvale, California 94089
(408) 745-2000
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
 
Mitchell Gaynor, Esq.
Vice President and General Counsel
Juniper Networks, Inc.
1194 North Mathilda Avenue
Sunnyvale, California 94089
(408) 745-2000
(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

   

TABLE OF CONTENTS

									
	Item 16. Exhibits and Financial Statement Schedules	
SIGNATURES	
INDEX TO EXHIBITS	
EXHIBIT 24.1	

Table of Contents

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.]

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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.
 	 	 	 	 	
 	JUNIPER NETWORKS, INC.
 	 	
 	By:  	/s/ Robyn Denholm  	 	
 	 	Robyn Denholm	 	
 	 	Executive Vice President and Chief Financial Officer	 	
 	
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	 	 	

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INDEX TO EXHIBITS
 	 	 	
Exhibit No.	 	Description of Document	
24.1	 	Power of Attorney	

 

Exhibit 24.1
POWER OF ATTORNEY
     KNOW ALL PERSONS BY THESE PRESENTS, that each director of Juniper Networks, Inc. whose signature appears below constitutes and appoints Mitchell Gaynor and Robert Dykes, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any post-effective amendments to the S-3 and S-8 registration statements indicated on Schedule A hereto and to file the same with all exhibits thereto, and all 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 to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby 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. This power of attorney may be executed in counterparts.
     Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	
Signature	 	Title	 	Date	
/s/ Scott Kriens
 	 	  	 	 	
Scott Kriens	 	Chairman of the Board	 	May 31, 2007	

 	 	  	 	 	
Pradeep Sindhu	 	Vice Chairman of the Board	 	May 31, 2007	
 	 	 	 	 	
/s/ Robert M. Calderoni
 	 	  	 	 	
Robert M. Calderoni	 	Director	 	May 31, 2007	
 	 	 	 	 	
/s/ Kenneth Goldman
 	 	  	 	 	
Kenneth Goldman	 	Director	 	May 31, 2007	
 	 	 	 	 	
/s/ William R. Hearst III
 	 	  	 	 	
William R. Hearst III	 	Director	 	May 31, 2007	
 	 	 	 	 	
/s/ Michael Lawrie
 	 	  	 	 	
Michael Lawrie	 	Director	 	May 31, 2007	
 	 	 	 	 	
/s/ Stratton Sclavos
 	 	  	 	 	
Stratton Sclavos	 	Director	 	May 31, 2007	
 	 	 	 	 	
/s/ William R. Stensrud
 	 	  	 	 	
William R. Stensrud	 	Director	 	May 31, 2007	

 

Schedule A
List of S-3 Registration Statements
 	 	 	 	 	 	 	
Registration	 	Initial Filing	 	Amount of Securities	 	 	
No.	 	Date	 	Registered	 	Related Transaction(s)	
333-106889	 	June 8, 2003	 	$400,000,000 principal amount of Notes
19,860,973 shares of Common Stock	 	2003 Issuance of Zero Coupon Convertible Senior
Notes and Common Stock	
 	 	 	 	 	 	 	
333-44116	 	August 18, 2000	 	462,256 shares of Common Stock	 	Acquisition of Layer 5
Acquisition of Pacific Advantage, Ltd.
Issuance to Community Foundation Silicon Valley	
 	 	 	 	 	 	 	
333-52260	 	December 20, 2000	 	828,351 shares of Common Stock	 	Acquisition of Micro Magic, Incorporated	
 	 	 	 	 	 	 	
333-75758	 	December 21, 2001	 	7,244,278 shares of Common Stock	 	Acquisition of Pacific Broadband, Inc.	
List of S-8 Registration Statements
 	 	 	 	 	 	 	
Registration	 	Initial Filing	 	Amount of Securities	 	 	
No.	 	Date	 	Registered	 	Related Plan(s)	
333-132260	 	March 7, 2006	 	7,090,026 of Common Stock	 	Amended and Restated 1996 Stock Plan	
 	 	 	 	 	 	 	
333-118340	 	August 18, 2004	 	20,000,000 of Common Stock	 	Amended and Restated 1996 Stock Plan	
 	 	 	 	 	 	 	
333-92086	 	July 9, 2002	 	10,457,281 of Common Stock	 	2000 Non-Statutory Stock Option Plan