(Page 1 of 4 Pages)
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)
NaviSite, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63935M109
(CUSIP Number)
William St. Lawrence
Heller Ehrman White & McAuliffe LLP
120 West 45th Street
New York, NY 10036
(212) 832-8300
(Name, address and telephone number of person authorized
to receive notices and communications)
May 3, 2004
(Date of Event which requires Filing of this Statement)
If a 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
[ ].
(Continued on following pages)
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantic Investors, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 17,121,652
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 (See Item 5)
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 17,121,652
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER 0 (See Item 5)
-----------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,121,652 (See Item 5)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.0% (See Item 5)
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14. TYPE OF REPORTING PERSON
CO
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Amendment No. 6 to Schedule 13D
This statement constitutes Amendment No. 6 to the Schedule 13D relating
to the common stock, par value $.01 per share (the "Common Stock") of NaviSite,
Inc. (the "Issuer") filed by Atlantic Investors, LLC (the "Reporting Person") on
September 18, 2002.
Item 3. Source and Amount of Funds or Other Considerations.
--------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction.
----------------------
Not Applicable.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of May 3, 2004, the Reporting Persons for purposes of Rule 13d-3
of the Exchange Act, in the aggregate beneficially owns 17,712,652 shares of the
Issuer's Common Stock (the "Shares"), representing approximately 69% of the
outstanding shares of Common Stock. The Shares exclude 170,898 shares of the
Issuer's common stock underlying an option granted by the Reporting Persons to a
certain individual (as described herein). The holder of the option may exercise
the option with respect to all or a portion of the shares underlying the option
at any time before August 21, 2013.
(b) Atlantic Investors has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the Shares.
(c) On April 29, 2004, the Reporting Person, pursuant to the terms of
its Operating Agreement dated September 10, 2002 and subsequent amendments
thereto (the "Operating Agreement"), effected the transferred of an aggregate of
636,201 to its Managing Members (as defined under the Operating Agreement), to
satisfy interested payment obligations owed to the Managing Members under the
terms of a certain Note described in the Operating Agreement.
Except as set forth above in this Item 5, the Reporting Person has
effected no transactions in the Issuer's Common Stock during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
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Not Applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not Applicable.
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SIGNATURES
After reasonable inquiry and to the best of the Reporting Peron's
knowledge and belief, the Reporting Person certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 4, 2004
ATLANTIC INVESTORS LLC
By: Madison Technology LLC, a Managing Member
By: /s/ ARTHUR BECKER
_______________________________
Name: Arthur Becker
Title: Managing Member