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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Criticare Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
226901106
(CUSIP Number)
Jeffrey T. Barnes
Oxford Bioscience Partners
31 St. James Ave., Ste. 905
Boston, MA 02116
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 17, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7(b) for other
parties to whom copies are to be sent.
* 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
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).
<PAGE>
Schedule 13D
CUSIP No. 226901106 2 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Oxford Bioscience Partners III LP; Tax Id No. 04-3480313
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
Delaware
7. Sole Voting Power
Number Of 0 shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,547,529 shares
Reporting
Person 9. Sole Dispositive Power
With
0 shares
10. Shared Dispositive Power
1,547,529 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,547,529 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
14.4%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 3 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Oxford Bioscience Partners (Bermuda ) III Limited Partnership; Tax Id
No 98-0212888
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
Bermuda
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 220,555 Shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
220,555 Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
220,555 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
2.0%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 4 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
mRNA Fund L.P.; Tax Id No. 04-3525525
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e)[ ]
6. Citizenship Or Place Of Organization
Delaware
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 18,189 Shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
18,189 Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
18,189 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
0.2%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 5 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
OBP Management III LP; Tax Id No. 04-3480305
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e)[ ]
6. Citizenship Or Place Of Organization
Delaware
7. Sole Voting Power
Number Of 0 shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,547,529 shares
Reporting
Person 9. Sole Dispositive Power
With
0 shares
10. Shared Dispositive Power
1,547,529 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,547,529 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
14.4%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 6 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
OBP Management (Bermuda) III Limited Partnership;
Tax Id No. 98-0212887
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
Bermuda
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 220,555 Shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
220,555 Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
220,555 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
2.0%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 7 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
mRNA Partners L.P. ; Tax Id No. 04-3525524
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
Delaware
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 18,189 Shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
18,189 Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
18,189 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
0.2%
14. Type Of Reporting Person (See Instructions)
PN
<PAGE>
Schedule 13D
CUSIP No. 226901106 8 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Jeffrey T. Barnes
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
PF, WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
United States
7. Sole Voting Power
Number Of 1,000 shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,768,084 shares
Reporting
Person 9. Sole Dispositive Power
With
1,000 shares
10. Shared Dispositive Power
1,768,084 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,769,084 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
16.4%
14. Type Of Reporting Person (See Instructions)
IN
<PAGE>
Schedule 13D
CUSIP No. 226901106 9 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Jonathan J. Fleming
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
United States
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,786,273 shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
1,786,273 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,786,273 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13. Percent Of Class Represented By Amount In Row (11)
16.6%
14. Type Of Reporting Person (See Instructions)
IN
<PAGE>
Schedule 13D
CUSIP No. 226901106 10 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Michael J. Brennan
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
United States
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,768,084 shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
1,768,084 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,768,084 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
13. Percent Of Class Represented By Amount In Row (11)
16.4%
14. Type Of Reporting Person (See Instructions)
IN
<PAGE>
Schedule 13D
CUSIP No. 226901106 11 of 19
1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
Alan G. Walton
2. Check The Appropriate Box If A Member Of A Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source Of Funds (See Instructions)
WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e) [ ]
6. Citizenship Or Place Of Organization
United States
7. Sole Voting Power
Number Of 0 Shares
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 1,786,273 shares
Reporting
Person 9. Sole Dispositive Power
With
0 Shares
10. Shared Dispositive Power
1,786,273 shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,786,273 shares
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13. Percent Of Class Represented By Amount In Row (11)
16.6%
14. Type Of Reporting Person (See Instructions)
IN
<PAGE>
Schedule 13D
CUSIP No. 226901106 12 of 19
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
Common Stock, $0.04 par value ("Common Stock"), of Criticare Systems, Inc., a
Delaware corporation ("Criticare"), with principal executive offices at 20925
Crossroads Circle, Waukesha, WI 53186.
Item 2. Identify and Background.
The persons filing this statement are Oxford Bioscience Partners III
LP, a Delaware limited partnership ("OBP Partners"), OBP Management III LP, a
Delaware limited partnership ("OBP Management"), Oxford Bioscience Partners
(Bermuda) III Limited Partnership, a Bermuda limited partnership ("OBP
Partners-Bermuda"), OBP Management (Bermuda) III Limited Partnership, a Bermuda
limited partnership ("OBP Bermuda Management"), mRNA Fund L.P. , a Delaware
limited partnership ("mRNA"), mRNA Partners L.P. ("mRNA Partners"), a Delaware
limited partnership, Jeffrey T. Barnes, an individual ("Mr. Barnes"), Jonathan
J. Fleming, an individual ("Mr. Fleming"), Alan G. Walton, an individual ("Mr.
Walton"), and Michael J. Brennan, an individual ("Mr. Brennan") (collectively,
the "Reporting Persons").
OBP Partners' principal business is investing venture capital in the
biotechnology and healthcare fields. The principal office for OBP Partners is
located at 31 St. James Ave., Ste. 905, Boston, MA 02116.
OBP Management's principal business is managing investment of venture
capital in the biotechnology and healthcare fields. OBP Management is the
general partner of OBP Partners. The principal office for OBP Management is
located at 31 St. James Ave., Ste. 905, Boston, MA 02116.
OBP Partners-Bermuda's principal business is investing venture capital
in the biotechnology and healthcare fields. The principal office for OBP
Partners-Bermuda is located at 31 St. James Ave., Ste. 905, Boston, MA 02116.
OBP Bermuda Management's principal business is managing investment of
venture capital in the biotechnology and healthcare fields. OBP Bermuda
Management is the general partner of OBP Partners-Bermuda. The principal office
for OBP Bermuda Management is located at 31 St. James Ave., Ste. 905, Boston, MA
02116.
mRNA's principal business is investing venture capital in the
biotechnology and healthcare fields. The principal office for mRNA is located at
31 St. James Ave., Ste. 905, Boston, MA 02116.
mRNA Partners' principal business is managing investment of venture
capital in the biotechnology and healthcare fields. mRNA Partners is the general
partner of mRNA. The principal office for mRNA Partners is located at 31 St.
James Ave., Ste. 905, Boston, MA 02116.
<PAGE>
Schedule 13D
CUSIP No. 226901106 13 of 19
Mr. Barnes is a citizen of the United States of America whose
occupation is as a venture capitalist with Oxford Bioscience Partners. Mr.
Barnes is a general partner in OBP Management and OBP Bermuda Management. Mr.
Barnes' business address is Oxford Bioscience Partners, 31 St. James Ave., Ste.
905, Boston, MA 02116.
Mr. Fleming is a citizen of the United States of America whose
occupation is as a venture capitalist with Oxford Bioscience Partners. Mr.
Fleming is a general partner in OBP Management, OBP Bermuda Management, and mRNA
Partners. Mr. Fleming's business address is Oxford Bioscience Partners, 31 St.
James Ave., Ste. 905, Boston, MA 02116.
Mr. Walton is a citizen of the United States of America whose
occupation is as a venture capitalist with Oxford Bioscience Partners. Mr.
Walton is a general partner in OBP Management, OBP Bermuda Management, and mRNA
Partners. Mr. Walton's business address is Oxford Bioscience Partners, 315 Post
Road West, Westport, CT, 06880-5200.
Mr. Brennan is a citizen of the United States of America whose
occupation is as a venture capitalist with Oxford Bioscience Partners. Mr.
Brennan is a general partner in OBP Management and OBP Bermuda Management. Mr.
Brennan's business address is Oxford Bioscience Partners, 31 St. James Ave.,
Ste. 905, Boston, MA 02116.
None of the above-referenced parties have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
None of the above-referenced parties have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
This statement relates to the acquisition by the following entities of
Common Stock in the following amounts for the following prices per share in a
private placement which occurred on October 17, 2000 pursuant to that certain
purchase agreement filed herewith as Exhibit B:
Purchaser Number of Shares Price per Share
-------------------------------------------------------------------------
OBP Partners 1,547,529 $ 2.25
OBP Partners-Bermuda 220,555 $ 2.25
mRNA 18,189 $ 2.25
The above-referenced Common Stock was purchased using the working
capital of each of the respective purchasers.
<PAGE>
Schedule 13D
CUSIP No. 226901106 14 of 19
Item 4. Purpose of Transaction.
The transaction requiring the filing of this statement is described in
Item 3 above. The transactions were entered into principally for investment
purposes. In connection with the transaction, the board of directors of
Criticare was expanded by one seat and Mr. Barnes was elected to fill the vacant
seat on such board of directors.
Each of OBP Partners, OBP Partners-Bermuda, and mRNA (collectively, the
"Funds" or any individual a "Fund") may make purchases of Common Stock, in the
open market or in private transactions, depending on their analysis of
Criticare's business, prospects and financial condition, the market for such
stock, other investment and business opportunities available to the Funds,
general economic and stock market conditions, proposals from time to time sought
by or presented to them and other factors. Each of the Funds intends to closely
monitor its investment and may from time to time take advantage of opportunities
presented to it. Each Fund may in the future also formulate plans or proposals
regarding Criticare, including possible future plans or proposals concerning
events or transactions of the kind described in paragraphs (a) through (j)
below.
Depending upon each Fund's continuing review of its investments and
various other factors, including those mentioned above, any Fund may (subject to
any applicable securities laws) decide to sell all or any part of the shares,
although none of the Funds has current plans to do so.
Except as set forth in this Item 4, none of the Funds has any plans or
proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of
Criticare, or the disposition of securities of Criticare;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Criticare or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Criticare or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Criticare including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Criticare;
(f) Any other material change in Criticare's business or corporate
structure;
(g) Changes in Criticare's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Criticare by any person;
(h) Causing a class of securities of Criticare to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
<PAGE>
Schedule 13D
CUSIP No. 226901106 15 of 19
(i) A class of equity securities of Criticare becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) OBP Partners currently owns, and OBP Management beneficially owns,
as general partner of OBP Partners, and Mr. Barnes, Mr. Walton, Mr. Brennan and
Mr. Fleming beneficially own, each as general partners of OBP Management,
1,547,529 shares of Common Stock which represents 14.4% of the Common Stock.
OBP Partners-Bermuda currently owns, and OBP Bermuda Management
beneficially owns, as general partner of OBP Partners-Bermuda, and Mr. Barnes,
Mr. Walton, Mr. Brennan and Mr. Fleming beneficially own, each as general
partners of OBP Bermuda Management, 220,555 shares of Common Stock which
represents 2.1% of the Common Stock.
mRNA currently owns, and mRNA Partners beneficially owns, as general
partner of mRNA, and Mr. Fleming and Mr. Walton beneficially own, each as
general partners of mRNA Partners, 18,189 shares of Common Stock which
represents 0.2% of the Common Stock.
The Funds collectively hold 1,786,273 shares of Common Stock which
represents 16.6% of the Common Stock.
Mr. Barnes beneficially owns 1,769,084 shares of Common Stock which
represents 16.4% of the Common Stock.
Mr. Brennan beneficially owns 1,768,084 shares of Common Stock which
represents 16.4% of the Common Stock.
Mr. Fleming beneficially owns 1,786,273 shares of Common Stock which
represents 16.6% of the Common Stock.
Mr. Walton beneficially owns 1,786,273 shares of Common Stock which
represents 16.6% of the Common Stock.
The Reporting Persons are making this joint filing because they may be
deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Securities Exchange Act of 1934, as amended, however neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that such a "group" exists.
<PAGE>
Schedule 13D
CUSIP No. 226901106 16 of 19
(b)
Voting Power Dispositive Power
Person Sole Shared Sole Shared
------ ---- ------ ---- ------
OBP Partners 0 1,547,529 0 1,547,529
OBP Management 0 1,547,529 0 1,547,529
OBP Partners-Bermuda 0 220,555 0 220,555
OBP Bermuda Management 0 220,555 0 220,555
mRNA 0 18,189 0 18,189
mRNA Partners 0 18,189 0 18,189
Mr. Barnes 1,000 1,768,084 1,000 1,768,084
Mr. Fleming 0 1,786,273 0 1,786,273
Mr. Walton 0 1,786,273 0 1,786,273
Mr. Brennan 0 1,768,084 0 1,768,084
(c) Other than as may be described in Item 3, no transactions in Common
Stock have been effected during the past sixty days by any of the parties named
in subsection (a) above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
securities covered by this statement.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
OBP Management is the general partner of OBP Partners pursuant to a
limited partnership agreement which authorizes OBP Management, among other
things, to invest the funds of OBP Partners in the Common Stock and to vote and
dispose of the Common Stock. Pursuant to such limited partnership agreement, OBP
Management is entitled to allocations based on assets under management and
realized and unrealized gains thereon. Each of Mr. Barnes, Mr. Fleming, Mr.
Walton, and Mr. Brennan are general partners of OBP Management pursuant to a
limited partnership agreement which authorizes such persons to, among other
things, direct OBP Management to invest the funds of OBP Partners in the Common
Stock and
<PAGE>
Schedule 13D
CUSIP No. 226901106 17 of 19
to vote and dispose of the Common Stock. Pursuant to such limited partnership
agreement, such persons are entitled to allocations based on assets under
management and realized and unrealized gains thereon.
OBP Bermuda Management is the general partner of OBP Partners-Bermuda
pursuant to a limited partnership agreement which authorizes OBP Bermuda
Management, among other things, to invest the funds of OBP Partners-Bermuda in
the Common Stock and to vote and dispose of the Common Stock. Pursuant to such
limited partnership agreement, OBP Bermuda Management is entitled to allocations
based on assets under management and realized and unrealized gains thereon. Each
of Mr. Barnes, Mr. Fleming, Mr. Walton, and Mr. Brennan are general partners of
OBP Bermuda Management pursuant to a limited partnership agreement which
authorizes such persons to, among other things, direct OBP Bermuda Management to
invest the funds of OBP Partners-Bermuda in the Common Stock and to vote and
dispose of the Common Stock. Pursuant to such limited partnership agreement,
such persons are entitled to allocations based on assets under management and
realized and unrealized gains thereon.
mRNA Partners is the general partner of mRNA pursuant to a limited
partnership agreement which authorizes mRNA Partners, among other things, to
invest the funds of mRNA in the Common Stock and to vote and dispose of the
Common Stock. Pursuant to such limited partnership agreement, mRNA Partners is
entitled to allocations based on assets under management and realized and
unrealized gains thereon. Each of Mr. Fleming and Mr. Walton are general
partners of mRNA Partners pursuant to a limited partnership agreement which
authorizes such persons to, among other things, direct mRNA Partners to invest
the funds of mRNA in the Common Stock and to vote and dispose of the Common
Stock. Pursuant to such limited partnership agreement, such persons are entitled
to allocations based on assets under management and realized and unrealized
gains thereon.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit to this statement:
Exhibit 99.A - Agreement Regarding Joint Filing
Exhibit 99.B - Purchase Agreement dated as of October 17, 2000, by
and between Criticare Systems, Inc. and the Purchasers
(as defined therein).
<PAGE>
Schedule 13D
CUSIP No. 226901106 18 of 19
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
current.
October 26, 2000
OXFORD BIOSCIENCE PARTNERS III LP
By: OBP Management III LP
By: /s/ Jeffrey T. Barnes
Jeffrey T. Barnes, its General Partner
<PAGE>
Schedule 13D
CUSIP No. 226901106 19 of 19
EXHIBIT INDEX
99.A Joint Filing Agreement
99.B Criticare Systems Purchase Agreement
