<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )
INNERDYNE, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
45764D 10 2
(CUSIP Number)
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13G
Page 2 of 5 pages
CUSIP NUMBER:
45764D 10 2
1) NAME OF REPORTING PERSONS & S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Pathfinder Venture Capital Fund III, A Limited Partnership
Federal ID #: 41-1657147
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
Not applicable
3) SEC USE ONLY:
4) CITIZENSHIP OR PLACE OF ORGANIZATION:
Minnesota, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER:
1,279,765
6) SHARED VOTING POWER:
-0-
7) SOLE DISPOSITIVE POWER:
1,279,765
8) SHARED DISPOSITIVE POWER:
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,279,765
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ):
11) PERCENT CLASS REPRESENTED BY AMOUNT IN ROW 9:
5.9%
12) TYPE OF REPORTING PERSON*:
PN
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Page 3 of 5 pages
ITEM 1 (a). NAME OF ISSUER:
InnerDyne, Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1244 Reamwood Avenue
Sunnyvale, CA 94089
ITEM 2 (a). NAME OF PERSON FILING:
Eugene J. Fischer as a General Partner of the General Partner of Pathfinder
Venture Capital Fund III, A Limited Partnership
The General Partner of Pathfinder Venture Capital Fund III, A Limited
Partnership is Pathfinder Partners III.
The Partners of Pathfinder Partners III are:
Eugene J. Fischer, Director
Jack K. Ahrens, II
Marvin Bookin
Norman Dann
Andrew J. Greenshields
Brian P. Johnson
J. Todd Johnson
Barbara L. Santry
Gary A. Stoltz
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
7300 Metro Blvd., Suite 585
Minneapolis, MN 55439
ITEM 2 (c). CITIZENSHIP:
Minnesota, U.S.A.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2 (e). CUSIP NUMBER:
45764D 10 2
ITEM 3:
Not applicable
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Page 4 of 5 pages
ITEM 4. OWNERSHIP:
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount beneficially owned: 1,279,765
(b) Percent of class 5.9%
(c) Number of shares as to which such person has:
(1) Sole power to vote or to direct the vote 1,279,765
(2) Shared power to vote or to direct the vote -0-
(3) Sole power to dispose or to direct the
disposition of 1,279,765
(4) Shared power to dispose or to direct the
disposition of -0-
<TABLE>
<CAPTION>
Shareholder Shares Pct. Notes
----------- --------- ---- -----
<S> <C> <C> <C>
Pathfinder Venture Capital
Fund III, A Limited Partnership 1,248,432 5.7 1
Eugene J. Fischer, Director 6,498 0.0 2,3
Jack K. Ahrens, II 9,185 0.0 3
Marvin Bookin 585 0.0 3
Norman Dann 274 0.0 3
Andrew J. Greenshields 2,185 0.0 3
Brian P. Johnson 3,613 0.0 3
J. Todd Johnson 1,364 0.0 3
Barbara L. Santry 4,937 0.0 3
Gary A. Stoltz 2,092 0.0 3
</TABLE>
NOTES:
1. Includes 12,652 options exercisable within 60 days of 12/31/97 which are
assigned by Eugene J. Fischer, Director.
2. Excludes 22,652 options held as a Director including 12,652 exercisable
within 60 days of 12/31/97 that are assigned to the Partnership.
3. Excludes shares owned by Pathfinder Venture Capital Fund III, A Limited
Partnership, and has no beneficial interest in the shares except
proportional pecuniary interest in the Partnership.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( ).
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Page 5 of 5 pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The General Partner of Pathfinder Venture Capital Fund III, A Limited
Partnership has the power to direct dividends and proceeds of sales (See 2a
above).
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:
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATION:
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect."
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.
February 12, 1998
Pathfinder Venture Capital Fund III, A Limited Partnership
By: Pathfinder Partners III, as the General Partner
By: /s/ Eugene J. Fischer
------------------------------
Eugene J. Fischer
------------------------------
A General Partner
