SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)1
CardioGenesis Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14159K10
(CUSIP Number)
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1The 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
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CUSIP No. 14159K10 13G Page 2 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 1,653,150
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,653,150
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 14159K10 13G Page 3 of 7 Pages
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 1,653,150
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,653,150
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- Page 7 of 7 Pages -
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 (AFund IV@), by virtue of its direct beneficial ownership
of the Issuer=s common stock (the AShares@), and by Centennial Holdings
IV, L.P., a Delaware limited partnership (AHoldings IV@), by virtue of
being the sole general partner of Fund IV. Steven C. Halstedt, Jeffrey
H. Schutz, Adam Goldman, Donald H. Parsons, Jr., and David C. Hull, Jr.
are the sole general partners of Holdings IV (the AIndividual
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 (ACriterion III@) is also the
direct beneficial owner of Shares as set forth in Item 4 below. CVP III
General Partner (ACriterion Holdings@) is the sole general partner of
Criterion III, and accordingly may be deemed to beneficially own the
Shares held by Criterion III. Jeffrey H. Schutz, David C. Hull, Jr. and
Criterion Investments, Inc. (ACriterion Investments@) are the sole
general partners of Criterion Holdings (the ACriterion 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. (ACHI@)
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
<PAGE>
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) 9 Parent Holding Company, in
accordance with Rule 13d-1(b)(ii)(G); see Item 7, (h) 9 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 1,647,800 Shares. In addition,
David C. Hull, Jr. holds an option to acquire 5,350
Shares, which option is held on behalf of Fund IV.
Such option is not vested. By virtue of the
relationships described in this Statement, Holdings
IV may be deemed to beneficially own the Shares
directly and indirectly beneficially owned by Fund
IV.
Criterion III directly beneficially owns 351,636
Shares. In addition, David C. Hull, Jr. holds an
option to acquire 800 Shares, which option is held on
behalf of Criterion III. Such option is not vested.
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.
<PAGE>
(b) Percent of class: The 1,653,150
Shares directly and indirectly
beneficially held by Fund IV
represent approximately 13.7% of the
12,065,592 outstanding Shares as set
forth in the Issuer=s Quarterly
Report on Form 10-Q for the quarter
ended September 30, 1997.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,653,150
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition
of: 1,653,150
(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
<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 11, 1998
(Date)
/s/ Adam Goldman
(Signature)
Adam Goldman, as general
partner of Centennial
Holdings IV, L.P., general
partner of Centennial Fund
IV, L.P.
(Name/Title)
