UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CARDIAC PATHWAYS CORPORATION
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(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0141408104
--------------------------------------------------
(CUSIP Number)
July 23, 1999
- --------------------------------------------------------------------------------
(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
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).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE>
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CUSIP No. 141408104
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===============================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Capital Management, Inc. - 94-3235240
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(SEE INSTRUCTIONS) (b)[X]
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3 SEC USE ONLY
================================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES =============================================================
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
=============================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,000,000 1
PERSON =============================================================
8 SHARED DISPOSITIVE POWER
WITH
-0-
================================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
================================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
================================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% 2
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
================================================================================
- ------------------
1 The reporting person owns shares of Series B Preferred Stock which are
convertible into 1,000,000 shares of Common Stock.
2 Based upon an aggregate of 9,407,904 shares outstanding as of July 23, 1999
and assuming the conversion of the Series B Preferred Stock by the
reporting person.
Page 2 of 8 Pages
<PAGE>
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CUSIP No. 141408104
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===============================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 94-3256424, 94-3286386
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(SEE INSTRUCTIONS) (b)[X]
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3 SEC USE ONLY
================================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
================================================================================
5 SOLE VOTING POWER
NUMBER OF
1,000,000 1
SHARES =============================================================
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
=============================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON =============================================================
8 SHARED DISPOSITIVE POWER
WITH
-0-
================================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
================================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
================================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% 2
================================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
================================================================================
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1 The reporting person owns shares of Series B Preferred Stock which are
convertible into 1,000,000 shares of Common Stock.
2 Based upon an aggregate of 9,407,904 shares outstanding as of July 23, 1999
and assuming the conversion of the Series B Preferred Stock by the
reporting person.
Page 3 of 8 Pages
<PAGE>
Item 1(a). Name of Issuer:
Cardiac Pathways Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
995 Benecia Avenue
Sunnyvale, California 94086
Item 2(a). Name of Person Filing:
The persons filing this Schedule 13G are (i) Van Wagoner
Capital Management, Inc., an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940 and
(ii) Van Wagoner Funds, Inc., an investment company
registered under the Investment Company Act of 1940. Van
Wagoner Funds, Inc. has four portfolios, each with a
separate I.R.S. identification number, Van Wagoner Emerging
Growth Fund, Van Wagoner Micro-Cap Fund, Van Wagoner
Post-Venture Fund and Van Wagoner Technology Fund. Van
Wagoner Capital Management, Inc. is the investment adviser
to Van Wagoner Funds, Inc. Attached as Exhibit 1 hereto,
which is incorporated by reference herein, is an agreement
between Van Wagoner Capital Management, Inc. and Van Wagoner
Funds, Inc. that this Schedule 13G is filed on behalf of
each of them.
Item 2(b). Address of Principal Business Office or, if none, Residence:
345 California Street, Suite 2450
San Francisco, CA 94104
(for both Van Wagoner Capital Management, Inc. and Van
Wagoner Funds, Inc.)
Item 2(c). Citizenship:
Van Wagoner Capital Management, Inc. is a Delaware
corporation.
Van Wagoner Funds, Inc. is a Maryland corporation.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
141408104
Page 4 of 8 Pages
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
[ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
[ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
[ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
|X| Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|X| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
[ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
[ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
[ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
[ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3);
[ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Van Wagoner Capital Management, Inc.
(a) Amount Beneficially Owned: 1,000,000*
(b) Percent of Class: 10.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: -0-
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 1,000,000
(iv) shared power to dispose or to direct the
disposition of:-0-
- ---------------
* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
share beneficial ownership over the same 1,000,000 shares.
Page 5 of 8 Pages
<PAGE>
Van Wagoner Funds, Inc.
(a) Amount Beneficially Owned: 1,000,000*
(b) Percent of Class: 10.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 1,000,000
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
share beneficial ownership over the same 1,000,000 shares.
Page 6 of 8 Pages
<PAGE>
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
Exhibits.
1. Agreement to file Schedule 13G jointly.
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.
August 9, 1999
Date
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
Page 7 of 8 Pages
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CUSIP No. 141408104
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EXHIBIT 1
AGREEMENT, dated as of August 9, 1999, by and among Van Wagoner Capital
Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a Maryland
corporation.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange
Act of 1934 (the "Act"), only one such statement need be filed whenever two or
more persons are required to file a statement pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
Cardiac Pathways Corporation, and hereby further agree that said Statement shall
be filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner
Funds, Inc. Nothing herein shall be deemed to be an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of Cardiac Pathways Corporation.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first written above.
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
