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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13G
Under the Securities Exchange Act of 1934
THE SPECTRANETICS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
84760C-10-7
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|
A fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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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13G
CUSIP No. 84760C-10-7
1. Name of Reporting Person:
Nazem & Company III, L.P. (13-3521952);
(b) Nazem & Associates III, L.P. (13-3556379);
(c) Fred Nazem (###-##-####);
(d) Paul Dali (###-##-####)
2. Check the Appropriate Box if a Member of a Group
(a) |X|
(b) |_|
3. SEC Use Only
4. Citizenship or Place of Organization:
(a) Delaware; (b) Delaware; (c) United States; (d) United States
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power:
(a) 0; (b) 0; (c) 156 ; (d) 0
6. Shared Voting Power:
(a) 407,133 shares; (b) 407,133 shares; (c) 407,133 shares; (d) 407,133
7. Sole Dispositive Power:
(a) 0; (b) 0; (c) 156; (d) 0
8. Shared Dispositive Power:
(a) 407,133 shares; (b) 407,133 shares; (c) 407,133; (d) 407,133
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
(a)407,133; (b) 407,103; (c) 407,289; (d) 407,133
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
|_|
11. Percent of Class Represented by Amount in Row 9:
(a) 2.2%; (b) 2.2%; (c) 2.2%; (d) 2.2%
12. Type of Reporting Person:
(a) PN; (b) PN; (c) IN; (d) IN
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Item 1.
(a) Name of Issuer: The Spectranetics Corporation
(b) Address of Issuer's Principal Executive Offices:
96 Talamine Court
Colorado Springs, CO 80907-5159
Item 2.
(a) Name of Person Filing: Nazem & Company III, L.P.
Nazem & Associates III, L.P.
Fred Nazem
Paul Dali
(b) Address of Principal Business Office:
645 Madison Avenue
New York, New York 10022
(c) Citizenship: Nazem & Company II, L.P. -- Delaware
Nazem & Associates III, L.P. -- Delaware
Fred Nazem -- United States
Paul Dali -- United States
(d) Title of Class of Securities:
Common Stock, $.001 par value
(e) CUSIP Number: 84760C-10-7
Item 3. Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
407,133 shares (Nazem & Company III, L.P.)
407,133 shares (Nazem & Associates III, L.P.)
407,289 shares (Fred Nazem)
407,133 shares (Paul Dali)
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(b) Percent of Class: 2.2% (Nazem & Company III, L.P.)
2.2% (Nazem & Associates III, L.P.)
2.2% (Fred Nazem)
2.2% (Paul Dali)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 (Nazem & Company III, L.P.);
0 (Nazem & Associates III, L.P);
156 (Fred Nazem);
0 (Paul Dali)
(ii) shared power to vote or to direct the vote:
407,133 shares (Nazem & Company III, L.P.);
407,133 shares (Nazem & Associates III, L.P.);
407,133 shares (Fred Nazem);
407,133 shares (Paul Dali)
(iii) sole power to dispose or to direct the disposition of:
0 (Nazem & Company III, L.P.);
0 (Nazem & Associates III, L.P);
156 (Fred Nazem);
0 (Paul Dali)
(iv) shared power to dispose or to direct the disposition of:
407,133 shares (Nazem & Company III, L.P.);
407,133 shares (Nazem & Associates III, L.P.);
407,133 shares (Fred Nazem);
407,133 (Paul Dali)
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:
See Exhibit 1.
Item 9. Notice of Dissolution of Group:
Not applicable.
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Item 10. Certification:
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.
Date: February, 12, 1998
NAZEM & COMPANY III, L.P.
By: NAZEM & ASSOCIATES III, L.P.
Title: General Partner of Nazem & Company III, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner of
Nazem & Associates III, L.P.
NAZEM & ASSOCIATES III, L.P.
By: /s/ Fred Nazem
------------------------------
Fred Nazem
Managing General Partner
/s/ Fred Nazem
--------------------------------
Fred Nazem
/s/ Paul Dali
--------------------------------
Paul Dali
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EXHIBIT 1
IDENTITY OF MEMBERS OF GROUP
The group is composed of four members -- Nazem & Company III, L.P., a
Delaware limited partnership; Nazem & Associates III, L.P., a Delaware limited
partnership; Fred Nazem, an individual and United States citizen; and Paul Dali,
an individual and United States citizen. Mr. Nazem is the managing general
partner of Nazem & Associates III, L.P., a Delaware limited partnership which is
the sole general partner of Nazem & Company III, L.P. Mr. Dali is a general
partner of Nazem & Associates III, L.P. Nazem & Company III, L.P. owns 407,133
shares of Common Stock. Mr. Nazem owns 156 shares of Common Stock directly. In
addition, due to his status as the managing general partner of Nazem &
Associates III, L.P., he may be deemed to be the beneficial owner of the 407,133
shares of Common Stock held by Nazem & Company III, L.P. However, Mr. Nazem
disclaims beneficial ownership as to such shares. Mr. Dali owns no shares of
common stock directly. However, due to his status as a general partner of Nazem
& Associates III, L.P., Mr. Dali may be deemed to be the beneficial owner of
407,133 shares of Common Stock held by Nazem & Company III, L.P. However, Mr.
Dali disclaims beneficial ownership as to any such shares.
This amendment has been filed to reflect the distribution of 826,490
shares of Common Stock held by Nazem & Company II, L.P. on March 6, 1997. Fred
Nazem is the managing general partner of Nazem & Associates II, L.P. which is
the general partner of Nazem & Company II, L.P. Nazem & Company II, L.P. no
longer holds any common stock of The Spectranetics Corporation.
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EXHIBIT 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii), we the undersigned agree that this
Statement on schedule 13G, to which this Joint Filing Agreement is attached as
Exhibit 2, is filed on behalf of each of us.
Dated: February 12, 1998
NAZEM & COMPANY III, L.P.
By: NAZEM & ASSOCIATES III, L.P.
Title: General Partner of Nazem & Company III, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner of
Nazem & Associates III, L.P.
NAZEM & ASSOCIATES III, L.P.
By: /s/ Fred Nazem
--------------------------------
Fred Nazem
Managing General Partner
/s/ Fred Nazem
--------------------------------
Fred Nazem
/s/ Paul Dali
--------------------------------
Paul Dali
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