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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed be the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ XX ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
(Name of Registrant as Specified In Its Charter
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
NOTICE OF MEETING OF LIMITED PARTNERS
To the Limited Partners of TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN
AGGRESSIVE GROWTH FUND, L.P.
Notice is hereby given that the Annual Meeting of Limited Partners of
Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P.
(the "Partnership") will be held at 10:30 a.m. on Friday, September 12, 1997,
at the Partnership's offices at 2000 Alameda de las Pulgas, Suite 250, San
Mateo, California, for the following purposes:
1. To elect three Individual General Partners;
2. To elect two Managing General Partners;
3. To ratify the selection of KPMG Peat Marwick LLP as independent public
accountants of the Partnership; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
By order of the Management Committee of the Partnership, only Limited Partners
of record at the close of business on June 1, 1997, are entitled to notice of
and will be entitled to vote at this meeting or any adjournment thereof. This
notice and the enclosed proxy statement are expected to be mailed to Limited
Partners on or about August ___, 1997.
You are cordially invited to attend this meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THIS MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ACCOMPANYING
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THE
ENCLOSED PROXY IS BEING SOLICITED BY THE MANAGEMENT COMMITTEE.
By Order of the Management Committee
Charles R. Kokesh, President
Technology Funding Inc., General Partner
San Mateo, California
Dated: August _____, 1997
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
PROXY STATEMENT
August ___, 1997
GENERAL INFORMATION
Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P.
(the "Partnership") is a limited partnership organized under Delaware
law. The Partnership has elected the status of a business development
company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). It commenced operations on February 16,
1989. The Partnership completed its offering on September 14, 1990,
raising a total of $40,000,000. The Partnership is managed by a Management
Committee, consisting of three Individual General Partners and a
representative of each of the two Managing General Partners, Technology
Funding Inc. ("TFI") and Technology Funding Ltd. ("TFL"). Initially
capitalized terms used in this Proxy Statement that are not otherwise
defined have the meanings set forth in the Amended and Restated Limited
Partnership Agreement (the "Partnership Agreement").
The accompanying proxy is solicited on behalf of the Management Committee
for use at the Meeting of Limited Partners of the Partnership to be held
at 10:30 a.m. on September 12, 1997 (the "Meeting"), at the Partnership's
offices located at 2000 Alameda de las Pulgas, Suite 250, San Mateo,
California, and any adjournment thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only Limited Partners of record on June 1, 1997, will be entitled to vote
at the Meeting. At the close of business on that date, the Partnership had
400,000 Units outstanding and entitled to vote. To the knowledge of
management of the Partnership, no person owned beneficially more than five
percent of the outstanding Units at such date. Limited Partners are entitled
to one vote for each Unit held.
Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Meeting or at the Meeting prior to the
vote pursuant to the proxy. A proxy may be revoked by (i) filing a written
revocation of the proxy with the Partnership; (ii) submitting a subsequent
proxy that is signed by the person who signed the earlier proxy; or (iii)
attending the Meeting and casting a contrary vote.
The expenses of soliciting proxies will be paid by the Partnership. Following
the original mailing of the proxies and other soliciting materials,
representatives of the Partnership may request brokers, custodians, nominees,
and other record holders to forward copies of the proxy and the other
soliciting materials to persons for whom they hold Units and to request
authority for the exercise of proxies. In such case, the Partnership, upon
the request of the record holders, will reimburse such holders for their
reasonable expenses.
PROPOSAL 1 -- ELECTION OF INDIVIDUAL GENERAL PARTNERS
All General Partners of the Partnership are elected by the Limited
Partners. The members of the Management Committee, which Committee is
responsible for the management and administration of the Partnership, are
the three Individual General Partners and a representative from each of TFI
and TFL, the Managing General Partners. As required by the Investment
Company Act, a majority of the General Partners must be individuals who are
not "interested persons" of the Partnership as defined in the investment
Company Act. The Securities and Exchange Commission ("SEC") has issued
an order declaring that persons serving as Individual General Partners of
the Partnership will not be deemed to be "interested persons" of the
Partnership, as defined in Section 2(a)(19) of the Investment Company Act,
solely by reason of their being partners of the Partnership and co-partners
of one another. While not superseding the Partnership's order, the SEC has
adapted a Rule under the Investment Company Act of 1940 to the
same operative effect. Presently, none of the Individual General Partners
is an "interested person" of the Partnership. Therefore, the Individual
General Partners constitute the Partnership's Independent General Partners.
The Management Committee has exclusive control of the management of the
Partnership, provides overall guidance and supervision with respect to the
operations of the Partnership and performs the various duties imposed on
the boards of directors of business development companies by the Investment
Company Act. In addition to general fiduciary duties, the Management
Committee, among other things, supervises the management arrangements of
the Partnership and supervises the activities of the Managing General
Partners. Subject to the supervision of the Management Committee, the
Managing General Partners are responsible for (i) management of the
Partnership, including analysis and selection of the Portfolio Companies
that the Partnership funds, (ii) negotiation and structuring of financing
arrangements, (iii) oversight of the Portfolio Companies, and (iv)
day-to-day administration of Partnership affairs.
At the Meeting, the Limited Partners will elect three Individual General
Partners, each to hold office until the next required meeting and until his
or her successor is elected and qualified or until his or her earlier
resignation or removaal. Units represented by the accompanying proxy will
be voted for the election of the nominees listed below, each of
whom is presently an Individual General Partner of the Partnership and,
with the exception of Mr. Muncaster (who became an Individual General
Partner in July 1991), has been such since the Partnership commenced
operations, unless the proxy is marked in such a manner as to withhold
authority so to vote. Each nominee listed below has consented to serve or
to continue to serve as an Individual General Partner. If any nominee is
not available for election, which is not anticipated, the proxies received
will be voted for such substitute nominee as the Individual General Partners
may recommend.
Certain information about each nominee is set forth below:
Partnership Units Beneficially owned
Nominee Age effective March 31, 1997
- ------------------ ----- --------------------------
John Patrick O'Grady, M.D. 50 Twenty
William J. Raduchel, Ph.D. 49 Twenty
John W. Muncaster 55 Twenty
John Patrick O'Grady, M.D. is a professor of Obstetrics and Gynecology,
Tufts University School of Medicine, Chief of Maternal Fetal Medicine and
Director of the Obstetrical Service at Baystate Medical Center in
Springfield, Massachusetts. Before August 1989, Dr. O'Grady was an
Associate Professor at the Cast Western Reserve University School of
Medicine, Cleveland, Ohio. Prior to joining Case Western in January 1984,
he was an Associate Professor of Obstetrics/Gynecology and Diagnostic
Radiology at the Oregon Health Sciences University School of Medicine,
Portland, Oregon, from June 1983 to January 1984. From April 1979 to June
1983, Dr. O'Grady was an Assistant Professor at the same institution.
Before his move to Oregon, he was Assistant Professor at the Martin Luther
King, Jr. General Hospital, King-Drew Medical Center, Los Angeles,
California, from 1976 to 1978. Dr. O'Grady has a B.A. and an M.A. from
Stanford University and an M.D. from the Yale University School of Medicine
and is Board certified in both obstetrics and gynecology and maternal fetal
medicine.
William J. Raduchel, Ph.D. is Vice President Corporate Planning and
Development, Chief Information Officer and Corporate Executive Officer at
Sun Microsystems, Inc. ("Sun"), a position he has held since July 1991. For
the period October 1989 to July 1991, he was Chief Financial Officer at Sun
Microsystems. For the period October 1988 to October 1989, he was Vice
President of Corporate Planning and Development at Sun Microsystems. Dr.
Raduchel joined Sun from Xerox Corporation where he was Vice President for
Document Systems in Strategic Business Office, serving as the business
manager for the Xerox work-station business. Prior to that time, he was
Senior Vice President, Market Development and Chief Scientist of
McGraw-Hill, Inc., having major responsibilities in corporate planning and
development. From June 1978 to June 1983, he was an executive at Data
Resources, Inc., a McGraw-Hill company. Dr. Raduchel was a staff member of
the Institute for Defense Analysis from June 1977 to June 1978 and spent
the previous nine years in academic and administrative positions at Harvard
University. Dr. Raduchel earned a B.A. from Michigan State University and
an M.A. and Ph.D. from Harvard University.
John W. Muncaster has been the President of Polyguard Products, Inc., and
its parent company, Muncaster Capital of Texas, Inc., since 1987. From
1977 to 1987, Mr. Muncaster held a variety of positions with Owens Corning
Fiberglas, including Marketing Manager - Highway Maintenance Products,
Director - Venture Development, and Associate Director - Research and
Development. Mr. Muncaster began his career in 1962 with the United States
Steel Corporation and has held other managerial positions with a variety of
other companies. He has written several published papers and holds a
U.S. Patent for Road Repair Material. Mr., Muncaster received his A.B.
from Dickinson College, and an M.B.A. from Harvard Business School.
Compensation
The Partnership currently pays each Individual General Partner an annual
fee of $10,000 in quarterly installments plus a fee of $1,000 for each
meeting of the Management Committee or of any committee thereof (unless
called on the same day and place as a Management Committee meeting, in
which case the fee is $500). The Partnership also pays all Individual
General Partners' a Actual out-of-pocket expenses relating to attendance
at meetings. The aggregate fees and expenses paid by the Partnership to
Messrs O'Grady, Raduchel and Muncaster totaled $17,363, $14,039, and
$16,329 for the fiscal year ended 1996.
Management Committee Meetings and Committees
During 1996, the Partnership's Management Committee held a total of four
meetings. Each person who was then a member of the Management Committee
attended all meetings. The Partnership does not have an audit committee,
a compensation committee, a nominating committee or any committee performing
similar functions.
Interested Persons
The Partnership does not consider any of its Individual General Partners to
be an "interested person" of the Partnership within the meaning of Section
2(a)(19) of the Investment Company Act.
PROPOSAL 2 -- ELECTION OF MANAGING GENERAL PARTNERS
At the Meeting, two Managing General Partners will be elected, each to
serve until the next required Meeting of Limited Partners and until its
successor is elected and qualified or until its earlier resignation or
removal. It is the intention of the persons named in the enclosed proxy,
unless a contrary instruction is given, to vote in favor of the election of
the nominees discussed below. The nominees discussed below have consented
to continue to serve as Managing General Partners.
Technology Funding Inc. is a California corporation formed in 1979 to act as
an independent general partner in limited partnerships providing funding to
high technology companies. Its address is 2000 Alameda de las Pulgas, Suite
250, San Mateo, California 94403. In conjunction with TFL, TFI has
organized and managed 20 limited partnerships in addition to the
Partnership. TFI is a registered investment adviser under the Investment
Advisers Act of 1940. Mr. Kokesh is the sole director of TFI, and all of the
shares of stock of TFI are owned by TFL. TFI currently employs approximately
40 persons. The backgrounds and experience of certain senior officers of
TFI are outlined in "Key Personnel of the Managing General Partners" below.
Technology Funding Ltd. is a California limited partnership formed in 1980
that serves as co-general partner with TFI in the Technology Funding
partnerships. TFL is a registered investment adviser under the Investment
Advisers Act of 1940. TFL is the sole shareholder of TFI. TFL has two
general partners and 17 limited partners. Mr. Kokesh is the managing
general partner of TFL.
Voting Interest in the Managing General Partners
The following table sets forth the voting interests of the general partners
of TFL as of March 31, 1997. TFL is the sole shareholder of TFI. Mr. Kokesh
may be deemed to be a control person of TFL.
TFL (1)
Charles R. Kokesh 6 votes
Gregory T. George 2 votes
(1) Under the TFL partnership agreement, all material decisions require
the vote of at least 75% of the voting interests. The general
partners' capital, profit and loss interests are flexible and may vary
from the voting percentages set forth above. Limited partners have
very limited voting rights.
Key Personnel of the Managing General Partners
Charles R. Kokesh, 47, President, Chief Executive Officer and Chairman of
TFI; and managing general partner of TFL. Prior to forming Technology
Funding in 1979, Mr. Kokesh was a Vice President of Bank of America where
he was responsible for Global Treasury Management Services.
Gregory T. George, 48, is a Group Vice President of TFI and a general
partner of TFL. From May 1983 to June 1986, Mr.George was an independent
management consultant specializing in the technical and strategic analysis
of venture-backed software companies.
Thomas J. Toy, 42, is a Group Vice President of TFI and a partner of TFL.
Prior to joining TFI in January 1987, Mr. Toy spent seven years in various
positions with Bank of America, most recently as a Vice President in
corporate lending.
Peter F. Bernardoni, 38, is a Vice President of TFI and a partner of TFL.
Prior to joining Technology Funding in February 1988, Mr. Bernardoni served
in several capacities with IBM.
Removal of the Managing General Partners
The Managing General Partners may be removed from the Partnership either (i)
by a majority of the Independent General Partners of the Partnership, (ii)
by failure to be reelected by the Limited Partners or (iii) with the consent
of a majority in interest of the Limited Partners.
In the event of the removal of the Managing General Partners and the
continuation of the Partnership, the Partnership Agreement provides that
the venture capital investments held by the Partnership at the time of
removal will be valued in a procedure set forth in the Partnership
Agreement. With respect to their Partnership Interests, the removed
Managing General Partners will receive a final allocation of Net Profit or
Net Loss equal to the Net Profit or Net Loss that they would have been
allocated pursuant to the Partnership Agreement if all unrealized capital
gains and losses of the Partnership were deemed realized and an allocation
of Net Profit or Net Loss were made at such time.
If the Capital Accounts of the removed Managing General Partners have a
positive balance after the final allocation, the Partnership will deliver
a promissory note to the removed Managing General Partners, with a
principal amount equal to the amount, if any, by which the positive amount
of the removed Managing General Partners' Capital Accounts exceeds the
amount of their Capital Contributions, bearing interest at the prime
rate in effect at the time of removal, with interest payable annually and
principal payable, if at all, only from 20% of any available cash before
any distributions thereof are made to the Partners. If the Capital
Accounts of the removed Managing General partners have a negative balance
after such allocation, the Managing General partners will contribute cash
to the Partnership equal to that negative balance. The Partnership
Interests of the removed Managing General Partners will convert to those
of Limited Partners and the removed Managing General Partners will continue
to receive, as Limited Partners, allocations of Net Profits and Net Losses
pursuant to the Partnership Agreement and related distributions as provided
in the Partnership Agreement.
PROPOSAL 3 -- SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Management Committee of the Partnership selected the firm of KPMG Peat
Marwick LLP ("Peat Marwick"), independent public accountants, to examine
the financial statements of the Partnership. The Partnership knows of no
direct or indirect financial interest of such firm in the Partnership. Such
appointment is subject to ratification or rejection by the Limited Partners
of the Partnership. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of
such accountants.
Peat Marwick also acts as independent public accountants for the Managing
General Partners and substantially all of the other Technology Funding
partnerships and other Technology Funding entities. The fees received by
Peat Marwick from these other entities are substantially greater, in the
aggregate, than the total fees received by it from the Partnership. The
Management Committee considered the fact that Peat Marwick has been
retained as the independent accountants for the Managing General Partners
and the other entities described above in their evaluation of the
independence of Peat Marwick with respect to the Partnership.
Representatives of Peat Marwick are not expected to be present at the
Meeting and therefore will not have the opportunity to respond to questions
from Limited Partners or to make a statement.
PROPOSAL 4 -- TRANSACT OTHER BUSINESS
The Management Committee does not presently intend to bring any other
business before the Meeting and, so far as it is known to the Management
Committee, no matters are to be brought before the Meeting except as
specified in the notice of the Meeting. As to any business that may
properly come before the Meeting, however, it is intended that proxies, in
the form enclosed, will be voted in the respect thereof in accordance with
the judgment of the persons voting such proxies.
ADDITIONAL INFORMATION
Limited Partner Status
The Partnership Agreement provides that the Limited Partners of the
Partnership are prohibited from exercising certain rights of limited
partners, including the right to elect General Partners, to approve
certain partnership matters and to amend the Partnership Agreement,
unless prior to the exercise of such rights, counsel for the Partnership
has delivered to the Partnership an opinion to the effect that neither
the existence of such rights nor the exercise thereof will violate the
provisions of the Revised Uniform Limited Partnership Act of the State of
Delaware, as amended, or the applicable laws of the other jurisdictions in
which the Partnership is then formed or qualified, will adversely affect
the classification of the Partnership as a partnership for federal income
tax purposes. Prior to the Meeting, counsel to the Partnership will have
delivered a favorable opinion to the Partnership with respect to the
foregoing. In rendering such opinion, counsel for the Partnership expects
to rely as to matters of Delaware law upon the opinion of special
Delaware counsel to the Partnership.
LIMITED PARTNER PROPOSALS
A Limited Partner proposal for inclusion in a Partnership Proxy Statement
and Form of Proxy relating to a meeting of Limited Partners must be
received by the Managing General Partners by March 15th of the calendar
year in which inclusion of such proposal in the proxy materials is sought
by Limited Partners for a meeting of Limited Partners to be held during
that same calendar year. Mere submission of a proposal, however, will
not guarantee its inclusion in the proxy materials, as other conditions,
such as compliance with the federal regulations and the terms of the
Partnership Agreement, must also be met.
AS THE PARTNERSHIP MUST RECEIVE PROXIES FROM AT LEAST 50% OF THE
OUTSTANDING UNITS, ALL LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POST-PAID
ENVELOPE. YOUR PROMPT ATTENTION TO THIS MATTER WILL AVOID COSTLY
FOLLOW-UP CORRESPONDENCE. THANK YOU FOR YOUR ASSISTANCE.
TECHNOLOGY FUNDING VENTURE PARTNERS IV
An Aggressive Growth Fund, L.P.
PROXY FOR ANNUAL MEETING OF LIMITED PARTNERS
SEPTEMBER 12, 1997
The undersigned hereby appoints Charles R. Kokesh and Gregory T. George
or either of them, each with the power of substitution, as proxies to
represent the undersigned at the Annual Meeting of the Limited Partners
of Technology Funding Venture Partners IV, An Aggressive Growth Fund,
L.P. (the "Partnership") to be held at the Partnership's offices at
2000 Alameda de las Pulgas, Suite 250, San Mateo, California on
September 12, 1997 at 10:30 a.m., and any adjournment thereof, and to
vote the number of Units of limited partnership interest in the
Partnership the undersigned would be entitled to vote if personally
present in the following matters:
1. ELECTION OF INDIVIDUAL GENERAL PARTNERS
FOR for all nominees listed below (except as marked to the
Contrary below):
( )
WITHHOLD AUTHORITY to vote for all nominees
Listed below:
(
Nominees: John Patrick O'Grady, M.D., William J.
Raduchel, Ph.D., John W. Muncaster
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
provided below.)
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2. ELECTION OF MANAGING GENERAL PARTNERS
FOR all nominees listed below (except as marked to the
contrary below):
( )
WITHHOLD AUTHORITY to vote for all nominees
Listed below:
( )
Nominees: Technology Funding Inc., Technology Funding Ltd.
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space provided
below.)
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3. RATIFICATION OF THE SELECTION OF PEAT MARWICK LLP
as independent certified public accountants of the Partnership.
( ) FOR ( ) AGAINST ( ) ABSTAIN
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4. In their discretion upon such other business as may Properly come
before the meeting or any adjournment thereof.
The Management committee recommends a vote FOR all nominees Identified
in proposals 1 and 2 above and FOR proposal 3 above. This proxy is
solicited on behalf of the Management Committee. This Proxy will be voted
as directed. In the absence of direction, this proxy will be voted for
all nominees in proposals 1 and 2 and for proposal 3.
WILL YOU BE ATTENDING THE ANNUAL MEETING
( ) YES ( ) NO
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear hereon.
2. If Units of limited partnership interest are held by two or
more persons, all of them should sign the proxy.
3. A proxy executed by a corporation should be signed in its
name by an authorized officer.
4. Executors, administrators, trustees and partners should so
indicate when signing.
Dated ------------------------ , 1997
Signature(s) ------------------------------------------------
- -------------------------------------------------------------
If the information on the mailing label is not correct, please make
Changes below:
Social Security ---------------- ------------ ------------
Address: ---------------------------------------------------
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Social Security # -------------------------------------------
PLEASE MARK, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NOPOSTAGE IF MAILED WITHIN THE UNITED STATES
