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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
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