AQUILA BIOPHARMACEUTICALS INC
SC 13G/A, 2000-02-11
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1 )*


                         Aquila Biopharmaceuticals, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    03839F107
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


- --------------------------------------------------------------------------------
             (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)
                   [X] Rule 13d-1(c)
                   [ ] 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).
<PAGE>

ITEM 1(A).    NAME OF ISSUER:  Aquila Biopharmaceuticals, Inc.

ITEM 1(B).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
              175 Crossing Boulevard, Framingham, Massachusetts  01702.

ITEM 2(A).    NAMES OF PERSONS FILING: New Enterprise Associates VI, Limited
              Partnership ("NEA VI"); NEA Partners VI, Limited Partnership ("NEA
              Partners VI"), which is the sole general partner of NEA VI; and
              Peter J. Barris ("Barris"), Nancy L. Dorman ("Dorman"), Ronald
              Kase ("Kase"), C. Richard Kramlich ("Kramlich"), Arthur J. Marks
              ("Marks") , Thomas C. McConnell ("McConnell"), John M. Nehra
              ("Nehra") and Charles W. Newhall III ("Newhall") (collectively,
              the "General Partners"). The General Partners are individual
              general partners of NEA Partners VI. 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 VI, NEA Partners
              VI, Dorman, Marks, Nehra and Newhall 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 office of Barris is
              New Enterprise Associates, 11911 Freedom Drive, One Fountain
              Square, Suite 580, Reston, Virginia 20190.

ITEM 4.       OWNERSHIP.
              Not Applicable


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.
              Each Reporting Person has ceased to own beneficially more than 5%
              of the outstanding Common Stock of Aquila Biopharmaceuticals, Inc.

ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY_16, 1999 ON
BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF AQUILA
BIOPHARMACEUTICALS, INC.
<PAGE>

                                    SIGNATURE
                                    ---------

      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 VI, LIMITED PARTNERSHIP

By:   NEA PARTNERS VI, LIMITED PARTNERSHIP

      By:           *
          -----------------------------
             Charles W. Newhall III
             General Partner


NEA PARTNERS VI, LIMITED PARTNERSHIP

By:           *
     ----------------------------
       Charles W. Newhall III
       General Partner


     *
- ---------------------------------
Peter J. Barris


     *
- ---------------------------------
Ronald Kase


     *
- ---------------------------------
C. Richard Kramlich


     *
- ---------------------------------
Arthur J. Marks


     *
- ---------------------------------
Thomas C. McConnell


     *
- ---------------------------------
John M. Nehra


     *
- ---------------------------------
Charles W. Newhall III
<PAGE>


                                         *By: /s/ Nancy L. Dorman
                                              ----------------------------------
                                              Nancy L. Dorman, in her individual
                                              capacity and as Attorney-in-Fact

- --------------------------------------------------------------------------------

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. and on
February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc.,
which Powers of Attorney are incorporated herein by reference and copies of
which are attached hereto as Exhibit 1.


                                                                       EXHIBIT 1
                                                                       ---------

                                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
                                                     ---------------------------
                                                     Raymond L. Bank


                                                     /s/ Thomas R. Baruch
                                                     ---------------------------
                                                     Thomas R. Baruch


                                                     /s/ Cornelius C. Bond, Jr.
                                                     ---------------------------
                                                     Cornelius C. Bond, Jr.


                                                     /s/ Frank A. Bonsal, Jr.
                                                     ---------------------------
                                                     Frank A. Bonsal, Jr.


                                                     /s/ James A. Cole
                                                     ---------------------------
                                                     James A. Cole


                                                     /s/ Nancy L. Dorman
                                                     ---------------------------
                                                     Nancy L. Dorman


                                                     /s/ Neal M. Douglas
                                                     ---------------------------
                                                     Neal M. Douglas


                                                     /s/ John W. Glynn, Jr.
                                                     ---------------------------
                                                     John W. Glynn, Jr.
<PAGE>


                                                     /s/ Curran W. Harvey
                                                     ---------------------------
                                                     Curran W. Harvey


                                                     /s/ Ronald Kase
                                                     ---------------------------
                                                     Ronald Kase


                                                     /s/ C. Richard Kramlich
                                                     ---------------------------
                                                     C. Richard Kramlich


                                                     /s/ Robert F. Kuhling
                                                     ---------------------------
                                                     Robert F. Kuhling


                                                     /s/ Arthur J. Marks
                                                     ---------------------------
                                                     Arthur J. Marks


                                                     /s/ Thomas C. McConnell
                                                     ---------------------------
                                                     Thomas C. McConnell


                                                     /s/ Donald L. Murfin
                                                     ---------------------------
                                                     Donald L. Murfin


                                                     /s/ H. Leland Murphy
                                                     ---------------------------
                                                     H. Leland Murphy


                                                     /s/ John M. Nehra
                                                     ---------------------------
                                                     John M. Nehra


                                                     /s/ Charles W. Newhall III
                                                     ---------------------------
                                                     Charles W. Newhall III


                                                     /s/ Terry L. Opdendyk
                                                     ---------------------------
                                                     Terry L. Opdendyk


                                                     /s/ Barbara J. Perrier
                                                     ---------------------------
                                                     Barbara J. Perrier


                                                     /s/ C. Vincent Prothro
                                                     ---------------------------
                                                     C. Vincent Prothro
<PAGE>


                                                     /s/ C. Woodrow Rea, Jr.
                                                     ---------------------------
                                                     C. Woodrow Rea, Jr.


                                                     /s/ Howard D. Wolfe, Jr.
                                                     ---------------------------
                                                     Howard D. Wolfe, Jr.


                                                     /s/ Nora M. Zietz
                                                     ---------------------------
                                                     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
                                                     ---------------------------
                                                     Peter J. Barris


                                                     /s/ Debra E. King
                                                     ---------------------------
                                                     Debra E. King


                                                     /s/ Peter T. Morris
                                                     ---------------------------
                                                     Peter. T. Morris


                                                     /s/ Hugh Y. Rienhoff, Jr.
                                                     ---------------------------
                                                     Hugh Y. Rienhoff, Jr.


                                                     /s/ Alexander Slusky
                                                     ---------------------------
                                                     Alexander Slusky


                                                     /s/ Louis B. Van Dyck
                                                     ---------------------------
                                                     Louis B. Van Dyck



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