<PAGE> 1
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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)*
InControl, Inc.
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
45336L109
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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> 2
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mayfield VI Investment Partners, a California Limited Partnership
94-3060511
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER 832,874
BENEFICIALLY
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 832,874
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,874
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 3
CUSIP No.45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mayfield VI Management Partners, a California Limited Partnership
94-3058675
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER 832,874
BENEFICIALLY
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 832,874
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,874
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 4
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mayfield Medical Partners, a California Partnership
94-3141068
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER 120,790
BENEFICIALLY
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
8 SHARED DISPOSITIVE POWER 120,790
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 5
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yogen K. Dalal
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
4,404
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 4,404
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,068
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 6
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F. Gibson Myers, Jr.
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
38,538
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 38,538
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,202
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 7
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin A. Fong
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
25,179
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 25,179
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,843
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 8
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Unger
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
28,343
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 28,343
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 9
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wendell G. Van Auken, III
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
15,542
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 15,542
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,206
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 10
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Levinthal
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
29,535
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 29,535
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
983,199
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 11
CUSIP NO. 45336L109 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Grant Heidrich, III
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
36,282
NUMBER OF
SHARES 6 SHARED VOTING POWER 953,664
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER 36,282
8 SHARED DISPOSITIVE POWER SEE NUMBER 6
ABOVE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,946
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 12
ITEM 1.
(a) Name of Issuer:
InControl, Inc.
(b) Address of Issuer's Principal Executive Offices:
6675 185th Avenue, N.E.
Redmond, WA 98052
ITEM 2.
(a) Name of Person(s) Filing:
Mayfield VI Investment Partners, a California Limited
Partnership
Mayfield VI Management Partners, a California Limited
Partnership
Mayfield Medical Partners, a California Partnership
Yogen K. Dalal
Kevin A. Fong
Wendell G. Van Auken, III
A. Grant Heidrich, III
F. Gibson Myers, Jr.
William D. Unger
Michael J. Levinthal
(For a list of the General Partners of the above Limited
Partnership, See EXHIBIT C.)
(b) Address of Principal Office:
The entities and individuals listed in Item 2(a) share the
following business address:
The Mayfield Fund
2800 Sand Hill Road
Menlo Park, CA 94025
(c) Citizenship:
The entities listed in Item 2(a) are California Limited
Partnerships.
The individuals listed in Item 2(a) are U.S. citizens.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number: 45336L109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
<PAGE> 13
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund, see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
N/A
ITEM 4. OWNERSHIP
The information regarding ownership as set forth in Items 5-9 of Pages
2-11 hereto, is hereby incorporated by reference.
For a summary of total ownership by all Reporting Persons, see EXHIBIT
A hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
N/A
<PAGE> 14
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.
February 13, 1997
-------------------------
Date
MAYFIELD VI,
A California Limited Partnership
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Authorized Signatory
MAYFIELD VI MANAGEMENT PARTNERS,
A California Limited Partnership
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Authorized Signatory
MAYFIELD MEDICAL PARTNERS,
A California Partnership
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Authorized Signatory
YOGEN K. DALAL
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
F. GIBSON MYERS, JR.
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
KEVIN A. FONG
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
WILLIAM D. UNGER
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
WENDELL G. VAN AUKEN, III
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
MICHAEL J. LEVINTHAL
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
A. GRANT HEIDRICH, III
By: /s/ George A. Pavlov
--------------------------------------
George A. Pavlov, Attorney In Fact
Exhibits
- ---------------
A - Beneficial Ownership of Each Reporting Person
B - Statement Appointing Designated Filer as Authorized Signatory
C - List of General Partners
<PAGE> 15
EXHIBIT A
BENEFICIAL OWNERSHIP OF EACH REPORTING PERSON
<TABLE>
<CAPTION> NUMBER OF SHARES NUMBER OF SHARES PERCENT OF CLASS
NAME OF REPORTING PERSON HELD OF RECORD BENEFICIALLY HELD BENEFICIALLY HELD(1)
------------------------ ---------------- ----------------- --------------------
<S> <C> <C> <C>
Mayfield VI Investment Partners, 832,874 832,874 4.9%
a California Limited Partnership
Mayfield VII Management Partners, 0 832,874(2) 4.9%
a California Limited Partnership
Mayfield Medical Partners, 120,790 120,790 0.7%
a California Partnership
Yogen K. Dalal 4,404 958,068(3) 5.7%
F. Gibson Myers, Jr 38,538 992,202(3) 5.9%
Kevin A. Fong 25,179 978,843(3) 5.8%
William D. Unger 28,343 982,007(3) 5.8%
Wendell G. Van Auken, III 15,542 969,206(3) 5.7%
Michael J. Levinthal 29,535 983,199(3) 5.8%
A. Grant Heidrich, III 36,282 989,946(3) 5.8%
--------- --------- -----
Total 1,131,487 1,131,487 6.7%
</TABLE>
(1) The respective percentages set forth in this column were obtained by
dividing the number of shares in the third column by the aggregate number of
outstanding shares of Common Stock, which aggregate amount, according to the
cover page of the Issuer's Quarterly Report on Form 10-Q for the three month
period ended September 30, 1996, was 16,952,827
(2) Represents shares held of record by Mayfield VI Investment Partners, of
which Mayfield VI Management Partners is the sole General Partner.
(3) The individual Reporting Persons listed in column one are Generaal Partners
of the General Partner of Mayfield VI Investment Partners and General Partners
of Mayfield Medical Partners. The shares indicated in column two represent
shares held of record by such individual Reporting Person, with sole voting and
investment power with respect thereto. The individual Reporting Persons listed
in column one may be deemed to have shared voting and dispositive power over the
832,874 shares held of record by Mayfield VI Investment Partners and the 120,790
shares held of record by Mayfield Medical Partners.
<PAGE> 16
EXHIBIT B
STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY
Each of the undersigned entities and individuals (collectively, the
"Reporting Persons") hereby designates the entity listed in Column II of EXHIBIT
A hereto, or such other person or entity as is designated in writing by George
A. Pavlov (any such entity is referred to as the "Designated Filer") as the
beneficial owner to make filings of Schedules 13D and 13G (and any amendments
thereto) pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and of Forms 3, 4 and 5 (and any amendments thereto) pursuant to
Section 16(a) of the Exchange Act (collectively, the "Reports") with respect to
the securities of the entities listed in Column I of EXHIBIT A hereto and with
respect to the securities of any other entity whose securities are now, or
hereafter become, publicly traded and whose securities are beneficially owned
(directly or indirectly) both by such Reporting Person and by such Designated
Entity (collectively, the "Companies").
Each Reporting Person hereby further authorizes and designates GEORGE
A. PAVLOV (the "Authorized Signatory") to execute and file on behalf of such
Reporting Person the Reports with respect to the securities of the Companies,
including all Schedules 13D and 13G and Forms 3, 4 and 5, and any amendments
thereto, that the Reporting Person may be required to file with the United
States Securities and Exchange Commission as a result of the Reporting Person's
ownership of, or transactions in securities of the Companies.
The authority of the Designated Filer and the Authorized Signatory
under this document with respect to each Reporting Person shall continue until
such Reporting Person is no longer required to file Schedules 13D or 13G or
Forms 3, 4 and 5 with respect to the Reporting Person's ownership of, or
transactions in, the securities of the Companies, unless earlier revoked in
writing. Each Reporting Person acknowledges that the Designated Filer and the
Authorized Signatory are not assuming any of the Reporting Person's
responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act.
Date: February 10, 1997 MAYFIELD VI INVESTMENT
PARTNERS,
a California Limited Partnership
By: Mayfield VI Management Partners,
a California Limited Partnership,
Its General Partner
By: /s/ George A. Pavlov
--------------------
Authorized Signatory
1
<PAGE> 17
Date: February 10, 1997 MAYFIELD VI MANAGEMENT
PARTNERS,
a California Limited Partnership
By: /s/ George A. Pavlov
---------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD VII
a California Limited Partnership
By: Mayfield VII Management Partners,
a California Limited Partnership,
Its General Partner
By: /s/ George A. Pavlov
---------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD VII MANAGEMENT
PARTNERS,
a California Limited Partnership
By: /s/ George A. Pavlov
---------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD VIII,
a California Limited Partnership
By: Mayfield VIII Management, L.L.C.,
Its General Partner
By: /s/ George A. Pavlov
---------------------
Authorized Signatory
2
<PAGE> 18
Date: February 10, 1997 MAYFIELD VIII MANAGEMENT, L.L.C.,
a Delaware Limited Liability Company
By: /s/ George A. Pavlov
-------------------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD SOFTWARE TECHNOLOGY
PARTNERS,
a California Partnership
By: Mayfield VI Investment Partners,
a California Limited Partnership,
Its General Partner
By: Mayfield VI Management Partners,
a California Limited Partnership,
Its General Partner
By: /s/ George A. Pavlov
--------------------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD MEDICAL PARTNERS,
a California Partnership
By: Mayfield VI Investment Partners,
a California Limited Partnership,
Its General Partner
By: Mayfield VI Management Partners,
a California limited partnership,
Its General Partner
By: /s/ George A. Pavlov
---------------------------------
Authorized Signatory
3
<PAGE> 19
Date: February 10, 1997 MAYFIELD MEDICAL PARTNERS 1992,
a California Partnership
By: Mayfield VII,
a California Limited Partnership,
Its General Partner
By: Mayfield VI Management Partners,
a California limited partnership,
Its General Partner
By: /s/ George A. Pavlov
-----------------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD ASSOCIATES FUND,
a California Limited Partnership
By: /s/ George A. Pavlov
-----------------------------
Authorized Signatory
Date: February 10, 1997 MAYFIELD ASSOCIATES FUND II,
a California Limited Partnership
By: /s/ George A. Pavlov
-----------------------------
Authorized Signatory
Date: February 10, 1997 /s/ Yogen K. Dalal
---------------------------------
YOGEN K. DALAL
Date: February 10, 1997 /s/ Kevin A. Fong
---------------------------------
KEVIN A. FONG
4
<PAGE> 20
Date: February 10, 1997 /s/ A. Grant Heidrich III
---------------------------------
A. GRANT HEIDRICH III
Date: February 10, 1997 /s/ Russell C. Hirsch
---------------------------------
RUSSELL C. HIRSCH
Date: February 10, 1997 /s/ Wende S. Hutton
---------------------------------
WENDE S. HUTTON
Date: February 10, 1997 /s/ Michael J. Levinthal
---------------------------------
MICHAEL J. LEVINTHAL
Date: February 10, 1997 /s/ F. Gibson Myers, Jr.
---------------------------------
F. GIBSON MYERS, JR.
Date: February 10, 1997 /s/ William D. Unger
---------------------------------
WILLIAM D. UNGER
Date: February 10, 1997 /s/ Wendell G. Van Auken III
---------------------------------
WENDELL G. VAN AUKEN III
5
<PAGE> 21
EXHIBIT A
<TABLE>
<CAPTION>
COLUMN I COLUMN II PERSONS/ENTITIES ON WHOSE BEHALF
- -------- --------- --------------------------------
PUBLICLY TRADED COMPANY DESIGNATED FILER THE DESIGNATED FILER MAY ACT
- ----------------------- ---------------- --------------------------------
<S> <C> <C>
ADVENT SOFTWARE, INC. MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
MAYFIELD ASSOCIATES FUND II,
YKD, FGM, KAF, WDU, WVA,
MJL, AGH
BROADVISION, INC. MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
MAYFIELD ASSOCIATES FUND II,
YKD, KAF, MJL
DIGITAL GENERATION SYSTEMS, MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
INC. MAYFIELD ASSOCIATES FUND II,
YKD, KAF, WDU, WVA, MJL,
AGH
DIGITAL SYSTEMS MAYFIELD VI MAYFIELD VI MANAGEMENT PARTNERS,
INTERNATIONAL, INC. INVESTMENT MAYFIELD VII,
PARTNERS MAYFIELD ASSOCIATES FUND,
MAYFIELD ASSOCIATES FUND II
GYNECARE, INC. MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
MAYFIELD ASSOCIATES FUND II,
YKD, FGM, KAF, WDU, MJL,
AGH, WSH
HEARTSTREAM, INC. MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
MAYFIELD ASSOCIATES FUND II,
YKD, FGM, KAF, WDU, WVA,
MJL, AGH, WSH
INCONTROL, INC. MAYFIELD VI MAYFIELD VI MANAGEMENT PARTNERS,
INVESTMENT MAYFIELD MEDICAL PARTNERS,
PARTNERS YKD, FGM, KAF, WDU, WVA,
MJL, AGH
MILLENNIUM MAYFIELD VII MAYFIELD VII MANAGEMENT PARTNERS,
PHARMACEUTICALS, INC. MAYFIELD ASSOCIATES FUND II,
MAYFIELD MEDICAL PARTNERS 1992,
YKD, FGM, KAF, WDU, WVA,
MJL, AGH
</TABLE>
6
<PAGE> 22
<TABLE>
<S> <C> <C>
PRISM SOLUTIONS, INC. MAYFIELD VI MAYFIELD VI MANAGEMENT PARTNERS,
INVESTMENT MAYFIELD ASSOCIATES FUND,
PARTNERS MAYFIELD SOFTWARE TECHNOLOGY
PARTNERS,
YKD, FGM, KAF, WDU, WVA,
MJL
SPECTRALINK CORPORATION MAYFIELD VI MAYFIELD VI MANAGEMENT PARTNERS,
INVESTMENT MAYFIELD ASSOCIATES FUND,
PARTNERS YKD
</TABLE>
<TABLE>
<S> <C> <C>
YKD = Yogen K. Dalal FGM = F. Gibson Myers, Jr. KAF = Kevin A. Fong
WDU = William D. Unger WVA = Wendell G. Van Auken III MJL = Michael J. Levinthal
AGH = A. Grant Heidrich III WSH = Wende S. Hutton
</TABLE>
7
<PAGE> 23
EXHIBIT C
LIST OF GENERAL PARTNERS
The following list sets forth the General Partners with respect to certain of
the Mayfield Entities:
The General Partner of Mayfield VI Investment Partners is Mayfield VI Management
Partners. The General Partners of Mayfield VI Management Partners are:
(1) F. Gibson Myers, Jr. (4) William D. Unger
(2) A. Grant Heidrich, III (5) Wendell G. Van Auken, III
(3) Michael J. Levinthal (6) Kevin A. Fong
The General Partner of Mayfield VII is Mayfield VII Management Partners. The
General Partners of Mayfield VII Management Partners are:
(1) F. Gibson Myers, Jr. (4) William D. Unger
(2) A. Grant Heidrich, III (5) Wendell G. Van Auken, III
(3) Michael J. Levinthal (6) Kevin A. Fong
The General Partners of Mayfield Associates Fund are:
(1) F. Gibson Myers, Jr. (4) William D. Unger
(2) A. Grant Heidrich, III (5) Wendell G. Van Auken, III
(3) Michael J. Levinthal
The General Partners of Mayfield Associates Fund II are:
(1) F. Gibson Myers, Jr. (4) William D. Unger
(2) A. Grant Heidrich, III (5) Wendell G. Van Auken, III
(3) Michael J. Levinthal (6) Kevin A. Fong
(7) Yogen K. Dalal
The General Partner of Mayfield Medical Partners is: (1) Mayfield VI Investment
Partners (The General Partner of which has been detailed above)
The General Partner of Mayfield Medical Partners 1992 is:
(1) Mayfield VII (The General Partner of which has been detailed above)
The General Partners of Mayfield Software Technology Partners are:
(1) Mayfield VI Investment Partners (the General Partner of which has been
detailed above)
(2) Yogen K. Dalal
