UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Mobius Management Systems, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value per share
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(Title of Class of Securities)
606925105
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(CUSIP Number)
December 31, 1999
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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: Mobius Management Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
120 Old Post Road, Rye, New York 10580.
ITEM 2(A). NAMES OF PERSONS FILING: New Enterprise Associates VII, Limited
Partnership ("NEA VII") and NEA Presidents' Fund, L.P.
("Presidents") (collectively, the "Funds"); NEA Partners VII,
Limited Partnership ("NEA Partners VII"), which is the sole
general partner of NEA VII, and NEA General Partners, L.P.
("Presidents Partners"), which is the sole general partner of
Presidents (collectively, the "GPLPs"); and Peter J. Barris
("Barris"), Nancy L. Dorman ("Dorman"), Ronald H. 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") (collectively, the "General Partners").
All of the General Partners are individual general partners of NEA
Partners VII. All of the General Partners except 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 VII, NEA Partners
VII, Presidents, Presidents Partners, 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 VII is the record owner of
1,000,000 shares of Common Stock (the "NEA VII Shares") as
of December 31, 1999. Presidents is the record owner of
27,300 shares of Common Stock as of December 31, 1999 (the
"Partners Shares"). As the sole general partner of NEA VII,
NEA Partners VII may be deemed to own beneficially the NEA
VII 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 and
GPLP may be deemed to share the power to direct the
disposition and vote of the NEA VII Shares and the
Presidents Shares, for an aggregate of 1,027,300 shares
(the "Record Shares").
As individual general partners: Barris may be deemed to
beneficially own the NEA Partners VII Shares, the NEA VII
Shares, the Presidents Shares, the Presidents Partners
Shares and is the record owner of 13,605 shares as of
December 31, 1999, and he holds an option to purchase
10,000 shares, which option is exercisable within 60 days
after December 31, 1999 for a total of 1,050,905 shares.
Kase may be deemed to beneficially own the NEA Partners VII
Shares, the NEA VII Shares, the Presidents Shares, the
Presidents Partners Shares and is the record owner of 8,176
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shares as of December 31, 1999, for a total of 1,035,476
shares. Marks may be deemed to beneficially own the NEA
Partners VII Shares, the NEA VII Shares, the Presidents
Shares, the Presidents Partners Shares and is the record
owner of 11,984 shares as of December 31, 1999, for a total
of 1,039,284 shares. McConnell may be deemed to
beneficially own the NEA Partners VII Shares, the NEA VII
Shares, the Presidents Shares, the Presidents Partners
Shares and is the record owner of 10,902 shares as of
December 31, 1999, for a total of 1,038,202 shares. Nehra
may be deemed to own beneficially own the NEA Partners VII
Shares, the NEA VII Shares, the Presidents Shares, the
Presidents Partners Shares and is the record owner of 4,687
shares as of December 31, 1999, for a total of 1,031,987
shares. Newhall may be deemed to beneficially own the NEA
Partners VII Shares, the NEA VII Shares, the Presidents
Shares, the Presidents Partners Shares and is the record
owner of 6,842 shares as of December 31, 1999, for a total
of 1,034,142 shares. Dorman, Kramlich and Perry may be
deemed to beneficially own the Record Shares for a total of
1,027,300 shares. Morris may be deemed to beneficially own
the NEA Partners VII Shares and the NEA VII Shares for a
total of 1,000,000 shares.
(b) Percent of Class: Barris, Kase, Marks, McConnell and
Newhall: 5.8%. Dorman, Kramlich, Nehra and Perry: 5.7%.
Morris: 5.6%. The foregoing percentage is calculated based
on the 17,976,962 shares of Common Stock reported to be
outstanding in the Quarterly Report on Form 10-Q of Mobius
Management Systems, Inc. for the quarter ended 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: Barris: 23,605
shares; Kase: 8,176 shares; Marks: 11,984 shares;
McConnell: 10,902 shares; Nehra: 4,687 shares and
Newhall: 6,842 shares. 0 for Dorman, Kramlich, Morris
and Perry.
(ii) shared power to vote or to direct the vote: 1,027,300
shares for each Reporting Person except Morris.
1,000,000 shares for Morris.
(iii) sole power to dispose or to direct the disposition of:
Barris: 23,605 shares; Kase: 8,176 shares; Marks: 11,984
shares; McConnell: 10,902 shares; Nehra: 4,687 shares
and Newhall: 6,842 shares. 0 for Dorman, Kramlich,
Morris and Perry.
(iv) shared power to dispose or to direct the disposition of:
1,027,300 shares for each Reporting Person except
Morris. 1,000,000 shares for 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.
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ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 16, 1999 ON
BEHALF OF THE REPORTING PERSONS WITH RESPECT TO COMMON STOCK OF MOBIUS
MANAGEMENT SYSTEMS, INC. REMAIN UNCHANGED.
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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 VII, LIMITED PARTNERSHIP
By: NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VII, 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 GENERAL PARTNERS, L.P.
By: *
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Charles W. Newhall III
General Partner
*
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Peter J. Barris
*
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Frank A. Bonsal, Jr.
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*
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Ronald H. Kase
*
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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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John M. Nehra
*
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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
