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Previous: FARALLON COMMUNICATIONS INC, SC 13G, 1997-02-13 |
Next: THERMEDICS DETECTION INC, 8-A12B, 1997-02-13 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Farallon Communications, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
307394 10 6
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*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).
(Continued on following page(s))
Page 1 of 11 Pages
<PAGE> 2
CUSIP NO. 307394 10 6 13G PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
5 SOLE VOTING POWER 882,812
NUMBER OF 6 SHARED VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 882,812
PERSON
WITH
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 307394106 13G PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Japan L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
5 SOLE VOTING POWER 82,122
NUMBER OF 6 SHARED VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 82,122
PERSON
WITH
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,122
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 307394106 13G PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Investors '92 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
5 SOLE VOTING POWER 61,591
NUMBER OF 6 SHARED VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 61,591
PERSON
WITH
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,591
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 307 394 106 13G PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel III Associates L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
5 SOLE VOTING POWER 882,812
NUMBER OF 6 SHARED VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 882,812
PERSON
WITH
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 307 394 106 13G PAGE 6 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swartz Family Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 882,812
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 882,812
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 307 394 106 13G PAGE 7 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Breyer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 1,026,525
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,026,525
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 307 394 106 13G PAGE 8 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul H. Klingenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 1,026,525
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,026,525
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 9
CUSIP NO. 307 394 106 13G PAGE 9 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 1,026,525
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,026,525
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 10
CUSIP NO. 307 394 106 13G PAGE 10 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Carter Sednaoui
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 964,934
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 964,934
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,934
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 11
CUSIP NO. 307 394 106 13G PAGE 11 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Swartz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
5 SOLE VOTING POWER 0
NUMBER OF 6 SHARED VOTING POWER 1,026,525
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,026,525
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 12
ITEM 1. Issuer's Name and Address of Principal Executive Offices:
(a) Farallon Communications, Inc. ("Issuer")
(b) 2470 Mariner Square Loop
Alameda, CA 94501
ITEM 2. Information Concerning Person Filing:
(a) Filing Persons:
Entities:
Accel III L.P. ("A3")
Accel Japan L.P. ("AJ")
Accel Investors '92 L.P. ("AI92")
Accel III Associates L.P. ("A3A")
Swartz Family Partnership L.P. ("SFP")
Individuals:
James W. Breyer ("JWB")
Paul H. Klingenstein ("PHK")
Arthur C. Patterson ("ACP")
G. Carter Sednaoui ("GCS")
James R. Swartz ("JRS")
(b) Principal Business Address: One Embarcadero Center
Suite 3820
San Francisco, CA 94111
(c) Citizenship/Place of Organization
Entities:
Accel III L.P. ("A3") Delaware
Accel Japan L.P. ("AJ") Delaware
Accel Investors '92 L.P. ("AI92") Delaware
Accel III Associates L.P. ("A3A") Delaware
Swartz Family Partnership L.P. ("SFP") Delaware
Individuals:
James W. Breyer ("JWB") United States
Paul H. Klingenstein ("PHK") United States
Arthur C. Patterson ("ACP") United States
G. Carter Sednaoui ("GCS") United States
James R. Swartz ("JRS") United States
<PAGE> 13
(d) Title of Class of Securities: Common Stock
(e) CUSIP No.: 307394 10 6
ITEM 3. Status of Person Filing:
Not Applicable
ITEM 4. Ownership
<TABLE>
<CAPTION>
ENTITIES: A3 AJ AI92 A3A SFP
-- -- ---- --- ---
<S> <C> <C> <C> <C> <C>
(a) Beneficial
Ownership: 882,812 82,122 61,591 882,812 882,812
(b) Percentage
of Class: 7.9% 0.7% 0.6% 7.9% 7.9%
(c) Sole Voting
Power: 882,812 82,122 61,591 882,812 0
Shared Voting
Power: 0 0 0 0 882,812
Sole Dispositive
Power: 882,812 82,122 61,591 882,812 0
Shared Dispositive
Power: 0 0 0 0 882,812
INDIVIDUALS: JWB PHK ACP GCS JRS
(a) Beneficial
Ownership: 1,026,525 1,026,525 1,026,525 964,934 1,026,525
(b) Percentage
of Class: 9.2% 9.2% 9.2% 8.7% 9.2%
(c) Sole Voting
Power: 0 0 0 0 0
Shared Voting
Power: 1,026,525 1,026,525 1,026,525 964,934 1,026,525
Sole Dispositive
Power: 0 0 0 0 0
Shared Dispositive
Power: 1,026,525 1,026,525 1,026,525 964,934 1,026,525
</TABLE>
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:
Under certain circumstances set forth in A3's, A3A's, AJ's, and
AI92's respective partnership agreements, the general partners
and/or limited partners of each of such funds have the right to
receive dividends from, or the proceeds from the sale of the Common
Stock of Issuer owned by each such fund.
<PAGE> 14
ITEM 7. Identification and Classification of Subsidiary:
Not Applicable
ITEM 8. Identification and Classification of Group:
Not Applicable
ITEM 9. Notice of Dissolution of Group:
Not Applicable
ITEM 10. Certification:
Not Applicable
Exhibit A: Joint Filing Statement
<PAGE> 15
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.
Dated: February 13, 1997
Entities:
Accel III L.P.
Accel Japan L.P.
Accel Investors '92 L.P.
Accel III Associates L.P.
Swartz Family Partnership L.P.
By: /s/ G. Carter Sednaoui
-----------------------------------
G. Carter Sednaoui, Attorney-in-fact
for above-listed entities
Individuals:
James W. Breyer
Paul H. Klingenstein
Arthur C. Patterson
G. Carter Sednaoui
James R. Swartz
By: /s/ G. Carter Sednaoui
-------------------------------------------
G. Carter Sednaoui, Individually and as
Attorney-in-fact for above-listed individuals
<PAGE> 16
EXHIBIT INDEX
Sequentially
Exhibit Document Description Numbered Page
- ------- -------------------- -------------
A Agreement of Joint Filing
<PAGE> 1
EXHIBIT A
Agreement of Joint Filing
Each of the undersigned hereby agrees that they are filing jointly pursuant
to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, the
Statement dated February 13, 1997, containing the information required by
Schedule 13G, for the shares of Common Stock of Farallon Communications, Inc.
which they each beneficially hold.
Dated: February 13, 1997
Entities:
Accel III L.P.
Accel Japan L.P.
Accel Investors '92 L.P.
Accel III Associates L.P.
Swartz Family Partnership L.P.
By: /s/ G. Carter Sednaoui
------------------------------------
G. Carter Sednaoui, Attorney-in-fact
for above-listed entities
Individuals:
James W. Breyer
Paul H. Klingenstein
Arthur C. Patterson
G. Carter Sednaoui
James R. Swartz
By: /s/ G. Carter Sednaoui
-------------------------------------------
G. Carter Sednaoui, Individually and as
Attorney-in-fact for above-listed individuals
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