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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CARDIMA, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Cardima is filing this amendment to Schedule 14A (Proxy Statement) to correct
the "Common Stock Ownership of Certain Beneficial Owners and Management" table.
David A. Smith and "All Directors and executive officers as a group (11)
persons" shares were changed to 57,435 from 106,928 and to 1,867,075 from
1,865,730, respectively. Also note (9) shares were changed to 55,432 from
98,144. In Addition, the annual shareholders meeting date was changed to June
23, 1999 from June 21, 1999 on the Proxy Card.
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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of the Company's Common
Stock as of March 31, 1999 for (i) each person who is known by the Company to
own beneficially more than five percent of the outstanding shares of Common
Stock, (ii) each director and nominee of the Company, (iii) each of the
executive officers named in the Summary Compensation Table of this proxy
statement (the "Named Executive Officers"), and (iv) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares Percent of
Beneficially Common
Name and Address Owned(1) Stock(1)(2)
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<S> <C> <C>
Kleiner Perkins Caufield & Byers VI(3) .............. 1,252,056 7.7%
2750 Sand Hill Road
Menlo Park, CA 94025
The Goldman Sachs Group, L.P.(4)..................... 1,132,050 7.0
85 Broad Street
New York, NY 10004
Atlas Venture(5)..................................... 554,373 3.4
222 Berkeley Street
Boston, MA 02116
Phillip C. Radlick, Ph.D.(6)......................... 229,601 1.4
Gabriel B. Vegh(7)................................... 288,075 1.8
Allan L. Abati, Ph.D.(8)............................. 67,571 *
David A. Smith(9).................................... 57,435 *
Ronald E. Bourquin(10)............................... 52,128 *
Joseph S. Lacob(3)................................... 1,252,056 7.6
Michael J.F. Du Cros(5).............................. 554,373 3.4
Neville J. Jeharajah................................. -- --
Charles P. Waite, Jr. (11)........................... 443,500 2.7
All Directors and executive officers as a group (11
persons)(12)........................................ 1,867,075 11.0
</TABLE>
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* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In determining the number of shares
beneficially owned by a person, options or warrants to purchase Common
Stock held by that person that are currently exercisable, or become
exercisable within 60 days following March 31, 1999, are deemed
outstanding; however, such shares are not deemed outstanding for purposes
of computing the percentage ownership of any other person. The Company
believes that all of the persons named in this table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and except as indicated in the other footnotes to this table.
(2) As of March 31, 1999, 16,238,021 shares of Common Stock were issued and
outstanding.
(3) Includes 317,321 shares issuable upon the exercise of outstanding
warrants held by Kleiner Perkins Caufield & Byers VI, L.P., a California
limited partnership ("KPCB VI"), and exercisable within 60 days of
March 31, 1999. Joseph S. Lacob is a general partner of KPCB VI
Associates, L.P., the general partner of Kleiner Perkins Caufield & Byers
VI, L.P., and, as such, may be deemed to share voting and investment
power with respect to such shares. Mr. Lacob disclaims beneficial
ownership of such shares, except to the extent of his pecuniary interest
in such shares.
(4) Represents 1,132,050 shares owned by certain investment partnerships, of
which affiliates of The Goldman Sachs Group, L.P. ("GS Group") are the
general partner, managing general partner or investment manager.
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Includes 710,248 shares held by GS Capital Partners II, L.P., 282,333 shares
held by GS Capital Partners II Offshore, L.P., 26,151 shares held by
Goldman, Sachs & Co. Verwaltungs GmbH, 76,280 shares held by Stone Street
Fund 1997, L.P. and 37,038 shares held by Bridge Street Fund 1997, L.P. Each
of such investment partnership shares voting and investment power with
certain of its respective affiliates.
(5) Includes 304,907 shares held by Atlas Venture Fund II, L.P. and 249,466
shares held by Atlas Venture Europe Fund B.V. Mr. Du Cros, a director of
the Company, is a limited partner of Atlas Venture Associates II, L.P.,
the general partner of Atlas Venture Fund II, L.P. The shares of each of
these funds may be deemed to be beneficially owned by the others, because
the parent entity of Atlas Venture Europe Fund B.V., Atlas Investerings
Groep N.V., holds an approximate 80% interest in Atlas Venture Fund II,
L.P. Mr. Du Cros disclaims beneficial ownership of such shares except to
the extent of his pecuniary interests.
(6) Includes 228,601 shares issuable upon exercise of options exercisable
within 60 days of March 31, 1999.
(7) Includes 37,301 shares held by Gabriel B. Vegh and Kathleen G. Vegh,
tenants in common and 161,934 shares issuable upon exercise of options
within 60 days of March 31, 1999.
(8) Includes 67,571 shares issuable upon exercise of options exercisable
within 60 days of March 31, 1999.
(9) Includes 55,432 shares issuable upon exercise of options exercisable
within 60 days of March 31, 1999.
(10) Includes 50,576 shares issuable upon exercise of options exercisable
within 60 days of March 31, 1999.
(11) Includes 421,326 shares held by Olympic Venture Partners III, L.P. and
22,174 shares held by OVP III Entrepreneurs Fund. Mr. Waite, a director of
the Company, is a general partner Olympic Venture Partners III, L.P., the
general partner of Olympic Venture Partners III, L.P. and OVP III
Entrepreneurs Fund, and, as such, may be deemed to share voting and
investment power with respect to such shares. Mr. Waite disclaims
beneficial ownership of such shares except to the extent of his pecuniary
interest in such shares. Olympic Venture Partners is located at 2420
Carillon Point, Kirkland, Washington 98033.
(12) Includes shares referred to in footnotes (3) and (5)-(11).
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE
CARDIMA, INC.
The undersigned hereby appoints Phillip C. Radlick, Ph.D. and Ronald E. Bourquin
proxies with power to act without the other and with power of substitution, and
hereby authorizes each of them to represent and vote all the shares of stock of
Cardima, Inc. standing in the name of the undersigned with all powers which the
undersigned would possess if present at the Annual Meeting of Stockholders of
the Company to be held June 23, 1999, or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR" Items 1, 2 and 3.
Unless contrary instructions are given below, this Proxy shall be voted
according to the recommendations of the Board of Directors.
<TABLE>
<CAPTION>
<S> <C> <C>
WITHHELD
Item 1: ELECTION OF DIRECTORS FOR ALL FOR ALL
Michael J.F. Du Cros Neville J. Jeharajah Phillip C. Radlick, Ph.D. [_] [_]
Gabriel B. Vegh Charles P. Waite, Jr.
WITHHELD FOR (Write that nominee's name.)___________________________________________________________________
Item 2: RATIFICATION OF THE COMPANY'S 1993 STOCK OPTION PLAN
FOR AGAINST ABSTAIN
The Board recommends a vote for ratification of the Company's 1993 Stock [_] [_] [_]
Option Plan to increase the numbers of shares reserved for issuance thereunder
by 2,000,000.
Item 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
The Board recommends a vote for ratification of the appointment of Ernst & [_] [_] [_]
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999.
I PLAN TO ATTEND MEETING [_]
Dated:_____________________________________________
___________________________________________________
Signature(s)
Note: Please sign as name appears hereon. Joint owners
must each sign. When signing as attorney-in-fact,
executor, administrator, trustee or guardian, please
give full title as such.
</TABLE>
