SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13G
(Rule 13D-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ) 1<F1>
CardioGenesis Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14159K10
(CUSIP Number)
____________________
_____________________
<F1>
1
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 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centennial Fund IV, L.P. (84-1240398)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,797,800
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,797,800
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,797,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.0%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centennial Holdings IV, L.P. (84-1240397)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,797,800
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,797,800
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,797,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.0%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(A). NAME OF ISSUER:
CardioGenesis Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
540 Oakmead Parkway, Sunnyvale, California 94086
ITEM 2(A). NAME(S) OF PERSON(S) FILING:
This Statement is filed by Centennial Fund IV, L.P., a Delaware limited
partnership ("Fund IV"), by virtue of its direct beneficial ownership of
the Issuer s common stock (the "Shares"), and by Centennial Holdings IV,
L.P., a Delaware limited partnership ("Holdings IV"), by virtue of being
the sole general partner of Fund IV. Steven C. Halstedt, G. Jackson
Tankersley, Jr., Jeffrey H. Schutz, Adam Goldman, Donald H. Parsons, Jr.,
and David C. Hull, Jr. are the sole general partners of Holdings IV (the
"Individual Partners"). By virtue of the relationships described above
and their roles with Fund IV and Holdings IV, each of the Individual
Partners may be deemed to control Fund IV and Holdings IV and may be
deemed to possess indirect beneficial ownership of the Shares held by Fund
IV. However, none of the Individual Partners, acting alone, has voting or
investment power with respect to the Shares directly beneficially held by
Fund IV, and, as a result, each Individual Partner disclaims beneficial
ownership of the Shares held by Fund IV.
Criterion Venture Partners III, Limited ("Criterion III") is also the
direct beneficial owner of Shares as set forth in Item 4 below. CVP III
General Partner ("Criterion Holdings") is the sole general partner of
Criterion III, and accordingly may be deemed to beneficially own the
Shares held by Criterion III. G. Jackson Tankersley, Jr., Jeffrey H.
Schutz, David C. Hull, Jr. and Criterion Investments, Inc. ("Criterion
Investments") are the sole general partners of Criterion Holdings (the
"Criterion Partners"). Criterion Investments has investment and voting
authority with respect to actions directed by Criterion Holdings on behalf
of Criterion III, and accordingly Criterion Investments may be deemed to
beneficially own the Shares held by Criterion III. Centennial Holdings,
Inc. ("CHI") owns all of the outstanding stock of Criterion Investments,
and accordingly may be deemed to beneficially own the Shares held by
Criterion III. Each of the Individual Partners are officers, directors
and shareholders of CHI. However, no Individual Partner or other person,
acting alone, has voting or investment power with respect to CHI and, as a
result, each Individual Partner disclaims beneficial ownership of the
Shares held by Criterion III. Each of Other than Criterion Investments,
each of the Criterion Partners disclaims beneficial ownership of the
Shares held by Criterion III.
Fund IV, Holdings IV and the Individual Partners each disclaim beneficial
ownership of the Shares held by Criterion III. Criterion III, Criterion
Holdings, the Criterion Partners and CHI each disclaim beneficial
ownership of the Shares held by Fund IV.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
1428 Fifteenth Street, Denver, Colorado 80202
ITEM 2(C). CITIZENSHIP:
Delaware
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
14159K10
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) Broker or dealer registered under Section 15 of the Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of the Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: Fund IV directly beneficially
owns 1,797,800 Shares. By virtue of the relationships
described in this Statement, Holdings IV may be deemed to
beneficially own the Shares directly beneficially owned by
Fund IV.
Criterion III directly beneficially owns 551,636 Shares. By
virtue of the relationships described in this Statement,
Criterion Holdings, Criterion Investments and CHI may be
deemed to beneficially own the Shares directly beneficially
owned by Criterion III.
(b) Percent of class: The 1,797,800 Shares directly beneficially held by
Fund IV represent approximately 15.0% of the
outstanding Shares as set forth in the Issuer s
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,797,800
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of:
1,797,800
(iv) Shared power to dispose or to direct the disposition of: -0-
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.
Not applicable
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 13, 1997
(Date)
/s/ G. Jackson Tankersley
(Signature)
G. Jackson Tankersley, as general partner of Centennial Holdings IV, L.P.,
general partner of Centennial Fund IV, L.P.
(Name/Title)
