UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CARRIER ACCESS CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class and Securities)
144460102
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| 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 in 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 144460102 Page 2 of 7 Pages
- -------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Emerging Growth Partners, L.P.
13-3683490
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 607,615
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 660,063
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 607,615
WITH:
8 SHARED DISPOSITIVE POWER
660,063
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,678 (Includes 292,930 shares held by Needham
Capital Partners, L.P. and 367,133 shares
held by Needham Capital SBIC, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.37%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
SCHEDULE 13G
CUSIP No. 144460102 Page 3 of 7 Pages
- --------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Capital Partners, L.P.
13-3750545
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 292,930
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 974,748
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 292,930
WITH:
8 SHARED DISPOSITIVE POWER
974,748
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,678 (Includes 607,615 shares held by Needham
Emerging Growth Partners, L.P. and 367,133
shares held by Needham Capital SBIC, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.37%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
SCHEDULE 13G
CUSIP No. 144460102 Page 4 of 7 Pages
- --------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Capital SBIC, L.P.
13-3772547
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 367,133
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 900,545
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 367,133
WITH:
8 SHARED DISPOSITIVE POWER
900,545
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,678 (Includes 607,615 shares held by Needham
Emerging Growth Partners, L.P. and 292,930
shares held by Needham Capital Partners,
L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.37%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
Item 1(a). Name of Issuer:
Carrier Access Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
5395 Pearl Parkway
Boulder, CO 80301
Item 2(a). Name of Person Filing:
See Item 1 of the cover pages attached hereto
Item 2(b). Address of Principal Business Office, or if None, Residence:
445 Park Avenue
New York, New York 10022
(This is the address for all parties listed in Item 1 of the
cover pages attached hereto)
Item 2(c). Citizenship:
See Item 4 of the cover pages attached hereto
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001
Item 2(e). Cusip Number:
144460102
Item 3.
Not Applicable
Item 4. Ownership:
(a) Amount beneficially owned:
See Item 9 of the cover page attached hereto
(b) Percent of Class:
See Item 11 of the cover page attached hereto
5
<PAGE>
(c) See Items 5 through 8 of the cover pages attached hereto.
Needham Emerging Growth Partners, L.P., Needham Capital Partners, L.P.
and Needham Capital SBIC, L.P. (Each a "Limited Partnership" and
collectively, the "Limited Partnerships") share the same General
Partners who have absolute investment and voting authority over the
shares held by the Limited Partnerships. Each Limited Partnership may
also be deemed an affiliate of Needham & Company, Inc., a registered
broker-dealer. The aggregate shares reported by Needham Emerging
Growth Partners, L.P. includes 367,133 shares held by Needham Capital
SBIC, L.P. and 292,930 shares held by Needham Capital Partners, L.P.
The aggregate shares reported by Needham Capital SBIC, L.P. includes
607,615 shares held by Needham Emerging Growth Partners, L.P. and
292,930 shares held by Needham Capital Partners, L.P. The aggregate
shares reported by Needham Capital Partners, L.P. includes 367,133
shares held by Needham Capital SBIC, L.P. and 607,615 shares held by
Needham Emerging Growth Partners, L.P. Each Limited Partnership
expressly disclaims ownership of securities held by any other Limited
Partnership.
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 Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on by the Parent 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:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 1999
NEEDHAM EMERGING GROWTH PARTNERS, L.P.
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
NEEDHAM CAPITAL PARTNERS, L.P.
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
NEEDHAM CAPITAL SBIC, L.P.
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
7
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