UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Netflix, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
---------------------------------------
(Title of Class of Securities)
64110L106
---------
(CUSIP Number)
August 7, 2003
-----------------
(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 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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CUSIP No. 64110L106 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
Paul C. Shiverick
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
0
-----------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,240,000
OWNED BY
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,240,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 64110L106 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
Michael G. Messner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------- ---------------------------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,240,000
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,240,000
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,000
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
Item 1(a): Name of Issuer:
--------- --------------
Netflix, Inc. (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
--------- -----------------------------------------------
970 University Avenue
Los Gatos, CA 95032
Items 2(a) Name of Person Filing; Address of Principal
and 2(b): Business Office:
-------- ---------------
This statement is filed by and on behalf of Mssrs. Paul C.
Shiverick and Michael G. Messner, in their capacities as (i)
principals of Seminole Capital Management Co., Inc.
("Seminole"), which acts as investment manager to an
offshore investment fund (the "Fund") and two institutional
managed accounts (the "Managed Accounts"), and (ii) general
partners to two private investment partnerships (the
"Partnerships"). The principal business address of each
reporting person is 150 East 52nd Street, 29th Fl., New
York, NY 10022.
Item 2(c): Citizenship:
--------- -----------
Mssrs. Shiverick and Messner are United States citizens.
Item 2(d): Title of Class of Securities:
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Common Stock, par value $0.001 per share ("Common Stock")
Item 2(e): CUSIP Number:
--------- ------------
64110L106
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or
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13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4: Ownership:
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The following states the beneficial ownership of the
reporting persons as of August 18, 2003. This report relates
to the same shares of Common Stock which may be deemed to be
owned (i) directly (in the aggregate) by the Fund, the
Managed Accounts, and the Partnerships, none of which
individually beneficially own more than 5% of the class; and
(ii) indirectly by Mssrs. Shiverick and Messner, who, as
principals of Seminole and general partners of the
Partnerships, share the power to direct the vote or
disposition of such securities.
A. Mr. Shiverick.
(a) Amount beneficially owned: Mr. Shiverick is deemed to
have beneficial ownership of 1,240,000 shares of Common
Stock by virtue of his position as a principal of
Seminole and as general partner of the Partnerships.
Mr. Shiverick shares voting and dispositive power over
his holdings of Common Stock with Mr. Messner, the
Fund, the Managed Accounts and the Partnerships.
(b) Percent of class: 5.2%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,240,000
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the disposition:
1,240,000
B. Mr. Messner.
(a) Amount beneficially owned: Mr. Messner is deemed to
have beneficial ownership of 1,240,000 shares of Common
Stock by virtue of his position as a principal of
Seminole and as general partner of the Partnerships.
Mr. Messner shares voting and dispositive power over
his holdings of Common Stock with Mr. Shiverick, the
Fund, the Managed Accounts and the Partnerships.
(b) Percent of class: 5.2%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
1,240,0000
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the disposition:
1,240,000
Item 5: Ownership of Five Percent or Less of a Class:
------ --------------------------------------------
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another
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Person:
The Partnerships, the Fund, and the Managed Accounts have
the right to receive dividends from and the proceeds of the
sale of the subject securities owned by such entities. None
of such parties owns beneficially more than 5% of the class.
Item 7: Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent
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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:
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By signing below each of the undersigned certifies that, to
the best of the undersigned's 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.
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 22, 2003
/s/ Paul C. Shiverick
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Paul C. Shiverick
/s/ Michael G. Messner
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Michael G. Messner
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such statement and that such
statement is and all amendments to such statement are made on behalf of each of
them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on August 22,
2003.
/s/ Paul C. Shiverick
----------------------------------
Paul C. Shiverick
/s/ Michael G. Messner
----------------------------------
Michael G. Messner