UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Connetics Corporation
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
208192104
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(CUSIP Number)
November 20, 1998
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(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)
[ ] Rule 13d-1(c)
[X] 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 ("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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ITEM 1(A). NAME OF ISSUER: Connetics Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3400 West Bayshore Road, Palo Alto, CA 94303.
ITEM 2(A). NAMES OF PERSONS FILING: New Enterprise Associates VIII, Limited
Partnership ("NEA VIII") and NEA Presidents' Fund, L.P.
("Presidents") (collectively, the "Funds"); NEA Partners VIII,
Limited Partnership ("NEA Partners VIII"), which is the sole
general partner of NEA VIII and NEA General Partners, L.P.
("Presidents Partners"), which is the sole general partner of
Presidents (collectively, the "GPLPs"); and Stewart Alsop II
("Alsop"), Peter J. Barris ("Barris"), Nancy L. Dorman ("Dorman"),
Ronald Kase ("Kase"), C. Richard Kramlich ("Kramlich"), Arthur J.
Marks ("Marks") , Thomas C. McConnell ("McConnell"), Peter T.
Morris ("Morris"), John M. Nehra ("Nehra"), Charles W. Newhall III
("Newhall"), and Mark W. Perry ("Perry") (the "General Partners").
All of the General Partners are individual general partners of NEA
Partners VIII. All of the General Partners except Alsop and Morris
are individual general partners of Presidents Partners. The
persons named in this paragraph are referred to individually
herein as a "Reporting Person" and collectively as the "Reporting
Persons."
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of NEA VIII, NEA Partners
VIII, Presidents, Presidents Partners, Alsop, Dorman, Marks,
Morris, Nehra, Newhall and Perry is New Enterprise Associates,
1119 St. Paul Street, Baltimore, Maryland 21202. The address of
the principal business office of Kase, Kramlich and McConnell is
New Enterprise Associates, 2490 Sand Hill Road, Menlo Park,
California 94025. The address of the principal business office of
Barris is New Enterprise Associates, 11911 Freedom Drive, One
Fountain Square, Suite 580, Reston, Virginia 20190.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: NEA VIII is the record owner of
1,433,750 shares of Common Stock (the "NEA VIII Shares") as
of December 31, 1999. Presidents is the record owner of
15,000 shares of Common Stock (the "Presidents Shares") as
of December 31, 1999. As the sole general partner of NEA
VIII, NEA Partners VIII may be deemed to own beneficially
the NEA VIII Shares. As the sole general partner of
Presidents, Presidents Partners may be deemed to own
beneficially the Presidents Shares. By virtue of their
relationship as affiliated limited partnerships, whose
general partners have overlapping individual general
partners, each Fund may be deemed to share the power to
direct the disposition and vote of the NEA VIII Shares and
the Presidents Shares, for an aggregate of 1,448,750 shares
(the "Record Shares"). By virtue of their relationship as
affiliated limited partnerships, who have overlapping
individual general partners, each GPLP may be deemed to
share the power to direct the disposition and vote of the
Record Shares. As general partners of the Funds, each GPLP
may also be deemed to own beneficially the Record Shares.
As individual general partners of NEA Partners VIII and
Presidents Partners, which are the sole general partners of
NEA VIII and Presidents, respectively, each General Partner
except Alsop and Morris may be deemed to own beneficially
the Record Shares. As individual general partners
<PAGE>
of NEA Partners VIII, which is the sole general partner of
NEA VIII, Alsop and Morris may be deemed to own
beneficially the NEA VIII Shares.
(b) Percent of Class: Each Reporting Person except Alsop and
Morris: 5.5%. Each of Alsop and Morris: 5.4%. The foregoing
percentage is calculated based on the 26,437,703 shares of
Common Stock reported to be outstanding as of September 30,
1999, as adjusted pursuant to Rule 13d-13(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares for
each Reporting Person.
(ii) shared power to vote or to direct the vote: 1,448,750
shares for each Reporting Person except Alsop and
Morris. 1,433,750 shares for each of Alsop and Morris.
(iii) sole power to vote or to direct the vote: 0 shares for
each Reporting Person.
(iv) shared power to dispose or to direct the disposition of:
1,448,750 shares for each Reporting Person except Alsop
and Morris. 1,433,750 shares for each of Alsop and
Morris.
Each Reporting Person disclaims beneficial ownership of such
shares of Common Stock except for the shares, if any, such
Reporting Person holds of record.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 16, 1999 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
CONNETICS CORPORATION REMAIN UNCHANGED.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 25, 2000
NEW ENTERPRISE ASSOCIATES VIII, LIMITED PARTNERSHIP
By: NEA PARTNERS VIII, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VIII, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PRESIDENTS' FUND, L.P.
By: NEA GENERAL PARTNERS, L.P.
By: : *
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Charles W. Newhall III
General Partner
NEA PRESIDENTS' FUND, L.P.
By: : *
--------------------------
Charles W. Newhall III
General Partner
*
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Stewart Alsop II
*
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Peter J. Barris
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*
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Ronald Kase
*
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John M. Nehra
*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
*
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Peter T. Morris
*
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Charles W. Newhall III
*
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Mark W. Perry
*By: /s/ Nancy L. Dorman
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Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
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This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney
filed with the Securities and Exchange Commission on February 13, 1992 in
connection with a Schedule 13G for Advanced Interventional Systems Inc., on
February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc.,
and on February 16, 1999 in connection with a Schedule 13G for Applied Imaging
Corp., which Powers of Attorney are incorporated herein by reference and copies
of which are attached hereto as Exhibit 1.
EXHIBIT 1
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy L. Dorman and Charles W.
Newhall III, and each of them, with full power to act without the other, his
true and lawful attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
23rd day of April, 1991.
/s/ Raymond L. Bank
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Raymond L. Bank
/s/ Thomas R. Baruch
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Thomas R. Baruch
/s/ Cornelius C. Bond, Jr.
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Cornelius C. Bond, Jr.
/s/ Frank A. Bonsal, Jr.
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Frank A. Bonsal, Jr.
/s/ James A. Cole
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James A. Cole
/s/ Nancy L. Dorman
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Nancy L. Dorman
/s/ Neal M. Douglas
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Neal M. Douglas
<PAGE>
/s/ John W. Glynn, Jr.
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John W. Glynn, Jr.
/s/ Curran W. Harvey
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Curran W. Harvey
/s/ Ronald Kase
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Ronald Kase
/s/ C. Richard Kramlich
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C. Richard Kramlich
/s/ Robert F. Kuhling
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Robert F. Kuhling
/s/ Arthur J. Marks
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Arthur J. Marks
/s/ Thomas C. McConnell
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Thomas C. McConnell
/s/ Donald L. Murfin
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Donald L. Murfin
/s/ H. Leland Murphy
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H. Leland Murphy
/s/ John M. Nehra
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John M. Nehra
/s/ Charles W. Newhall III
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Charles W. Newhall III
/s/ Terry L. Opdendyk
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Terry L. Opdendyk
<PAGE>
/s/ Barbara J. Perrier
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Barbara J. Perrier
/s/ C. Vincent Prothro
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C. Vincent Prothro
/s/ C. Woodrow Rea, Jr.
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C. Woodrow Rea, Jr.
/s/ Howard D. Wolfe, Jr.
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Howard D. Wolfe, Jr.
/s/ Nora M. Zietz
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Nora M. Zietz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy L. Dorman and Charles W.
Newhall III, and each of them, with full power to act without the other, his
true and lawful attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
1st day of January, 1994.
/s/ Peter J. Barris
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Peter J. Barris
/s/ Debra E. King
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Debra E. King
/s/ Peter T. Morris
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Peter. T. Morris
/s/ Hugh Y. Rienhoff, Jr.
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Hugh Y. Rienhoff, Jr.
/s/ Alexander Slusky
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Alexander Slusky
/s/ Louis B. Van Dyck
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Louis B. Van Dyck
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy L. Dorman and Charles W.
Newhall III, and each of them, with full power to act without the other, his
true and lawful attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
10th day of February, 1999.
/s/ Mark W. Perry
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Mark W. Perry
/s/ Stewart Alsop II
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Stewart Alsop II
