<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PHARMACYCLICS, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
716933106
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
*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).
(CONTINUED ON FOLLOWING PAGES)
Page 1 of 19 Pages
Exhibit Index Contained on Page 17
<PAGE>
CUSIP NO. 716933106 13G Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleiner Perkins Caufield & Byers V, a California
Limited Partnership ("KPCB V")
77-0211539
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 Limited Partnership
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OR REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB V Associates, a California Limited Partnership
77-02-1138
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 Limited Partnership
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OR REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB Zaibatsu Fund I, a California limited
partnership ("KPCB ZF I")
77-0158870
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OR REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB IV Associates, a California Limited Partnership
("KPCB IV Associates") 94-3001662
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OR REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 6 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Perkins
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
15
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
NM
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 7 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Caufield
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
15,738
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15,738
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15,738
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.01%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 8 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brook H. Byers
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
52,269
6 SHARED VOTING POWER
17,647 shares are indirectlly held through the
NUMBER OF BHB Trust. Mr. Byers disclaims beneficial
SHARES BENEFICIALLY ownership of these shares.
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 52,269
WITH
8 SHARED DISPOSITIVE POWER
17,647 shares are indirectlly held through the
BHB Trust. Mr. Byers disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
69,916
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.01%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 9 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. John Doerr
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
69,786
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 69,786
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
69,786
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.01%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 10 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Floyd Kvamme
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
68,970
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 68,970
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
68,970
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.01%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 11 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Regis McKenna
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 38
SHARES BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
38
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
38
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.01%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 12 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinod Khosla
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
85,314
6 SHARED VOTING POWER
91,091 shares of which 90,630 shares are
indirectly held through Neeru Khosla, and 461
shares are indirectly held through the Koshla
Trust '83. Mr. Koshla disclaims beneficial
NUMBER OF ownership of these shares.
SHARES BENEFICIALLY
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 85,314
PERSON
WITH 8 SHARED DISPOSITIVE POWER
91,091 shares of which 90,630 shares are
indirectly held through Neeru Khosla, and 461
shares are indirectly held through the Koshla
Trust '83. Mr. Koshla disclaims beneficial
ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
176,405
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 716933106 13G Page 13 of 19 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Lally
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
36,576
NUMBER OF 6 SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 36,576
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
36,576
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.4%
12 TYPE OR REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 14 of 19 Pages
ITEM 1(A). NAME OF ISSUER
Pharmacyclics, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
995 E. Arquez Avenue
Sunnyvale, CA 94086
ITEM 2(A)-(C). NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING
This statement is being filed by KPCB IV Associates, a California
Limited Partnership ("KPCB IV Associates"), and KPCB V Associates, a California
Limited Partnership ("KPCB V Associates") whose principal business address is
2750 Sand Hill Road, Menlo Park, California 94025. The names, business
addresses and citizenships of all the general partners of KPCB IV Associates and
KPCB V Associates, are set forth on Exhibit B hereto. Brook H. Byers, L. John
Doerr, Frank J. Caufield, E. Floyd Kvamme and Vinod Khosla are each general
partners of KPCB IV Associates and KPCB V Associates.
KPCB IV Associates is general partner to KPCB Zaibatsu Fund I, a
California limited partnership ("KPCB ZF I").
KPCB V Associates is a general partner to Kleiner Perkins
Caufield & Byers V, a California limited partnership ("KPCB V").
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Common Stock
CUSIP # 716933106
ITEM 3. NOT APPLICABLE
ITEM 4. OWNERSHIP
Please see Item 5.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This statement is being filed to report the fact that as of the
date hereof each reporting person has ceased to be the beneficial
owner of more than five percent of the Common Stock of
Pharmacyclics, Inc.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable, see Item 5.
<PAGE>
Page 15 of 19 Pages
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.
Not applicable.
<PAGE>
Page 16 of 19 Pages
SIGNATURES
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.
Dated: February 10, 1998
KPCB V ASSOCIATES, A CALIFORNIA LIMITED
PARTNERSHIP
By: /s/ Brook H. Byers
---------------------------------------
A General Partner
KPCB V ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
---------------------------------------
A General Partner
BROOK H. BYERS
E. FLOYD KVAMME
L. JOHN DOERR
FRANK J. CAUFIELD
JAMES P. LALLY
THOMAS J. PERKINS
REGIS McKENNA
VINOD KHOSLA
By: /s/ Michael S. Curry
---------------------------------------
Michael S. Curry
Attorney-in-Fact
<PAGE>
Page 17 of 19 Pages
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 19
Exhibit B: List of General Partners of KPCB V Associates 20
<PAGE>
Page 18 of 19 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Act the statement dated February 20, 1998, containing the
information required by Schedule 13G, for the Shares of the Common Stock of
Pharmacyclics, Inc. previously held by Kleiner Perkins Caufield & Byers V, a
California Limited Partnership, and, with respect to the general partners, such
other holdings as are reported therein.
Date: February 20, 1998
KPCB V ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
---------------------------------------
A General Partner
KPCB V ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
---------------------------------------
A General Partner
BROOK H. BYERS
E. FLOYD KVAMME
L. JOHN DOERR
FRANK J. CAUFIELD
JAMES P. LALLY
THOMAS J. PERKINS
REGIS McKENNA
VINOD KHOSLA
By: /s/ Michael S. Curry
---------------------------------------
Michael S. Curry
Attorney-in-Fact
<PAGE>
Page 19 of 19 Pages
EXHIBIT B
GENERAL PARTNERS OF
KPCB V ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB V
Associates, is the following: (a) name; (b) business address and (c)
citizenship.
1. (a) Frank J. Caufield
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
6. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
