<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Biocircuits Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09058W 10 1
(CUSIP Number)
Kimberley A. Rummelsburg, Venrock Associates,
56th Floor, 30 Rockefeller Plaza, New York, NY 10112, (212)649-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 22, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 2 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates
I.R.S. # 13-6300995
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
New York, U.S.A.
7. SOLE VOTING POWER
None
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (758,235 shares upon conversion of
OWNED BY EACH preferred stock and 860,765 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
None
10. SHARED DISPOSITIVE POWER
152,415 shares (758,235 shares upon conversion of
preferred stock and 860,765 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,415 shares (758,235 shares upon conversion of preferred stock and
860,765 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (9.5% upon conversion of preferred stock and 10.6% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 3 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates II, L.P.
I.R.S. # 13-3844754
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
New York, U.S.A.
7. SOLE VOTING POWER
None
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
142,335 shares upon conversion of preferred stock
OWNED BY EACH (188,305 shares upon exercise of warrants and
conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
None
10. SHARED DISPOSITIVE POWER
142,335 shares upon conversion of preferred stock
(188,305 shares upon exercise of warrants and
conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,335 shares upon conversion of preferred stock (188,305 shares upon
exercise of warrants and conversion of preferred stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% upon conversion of preferred stock (2.5% upon exercise of warrants and
conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 4 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter O. Crisp
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
6,094 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
6,094 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,509 shares (906,664 shares upon conversion of preferred stock and
1,055,164 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.1% upon conversion of preferred stock and 12.7% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 5 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony B. Evnin
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
4,952 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
4,952 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,367 shares (905,522 shares upon conversion of preferred stock and
1,054,022 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.1% upon conversion of preferred stock and 12.7% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 6 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Hathaway
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
3,962 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
3,962 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,377 shares (904,532 shares upon conversion of preferred stock and
1,053,032 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.1% upon conversion of preferred stock and 12.7% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 7 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick F. Latterell
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
1,188 shares (3,688 shares upon exercise of options)
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
1,188 shares (3,688 shares upon exercise of options)
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,603 shares (156,103 shares upon exercise of options, 904,258 shares
upon conversion of preferred stock and 1,052,758 shares upon exercise of
warrants and conversion of preferred stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (2.1% upon exercise of options, 11.1% upon conversion of preferred
stock and 12.7% upon exercise of warrants and conversion of preferred
stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 8 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted H. McCourtney
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
4,965 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
4,965 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,380 shares (905,535 shares upon conversion of preferred stock and
1,054,035 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.1% upon conversion of preferred stock and 12.7% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 9 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ray A. Rothrock
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
250 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
250 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,665 shares (900,820 shares upon conversion of preferred stock and
1,049,320 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.0% upon conversion of preferred stock and 12.6% on exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 10 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kimberley A. Rummelsburg
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
None
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
None
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,415 shares (900,570 shares upon conversion of preferred stock and
1,049,070 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.0% upon conversion of preferred stock and 12.6% on exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 09058W 10 1 SCHEDULE 13D Page 11 of 23 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Sun
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
U.S.A.
7. SOLE VOTING POWER
3,959 shares
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
152,415 shares (900,570 shares upon conversion of
OWNED BY EACH preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
REPORTING PERSON
9. SOLE DISPOSITIVE POWER
WITH
3,959 shares
10. SHARED DISPOSITIVE POWER
152,415 shares (900,570 shares upon conversion of
preferred stock and 1,049,070 shares upon exercise
of warrants and conversion of preferred stock)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,374 shares (904,529 shares upon conversion of preferred stock and
1,053,029 shares upon exercise of warrants and conversion of preferred
stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (11.1% upon conversion of preferred stock and 12.7% upon exercise of
warrants and conversion of preferred stock)
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
NOTE: This Amendment No. 4 amends a Statement on Schedule
13D, as amended (the "Statement"), and is being filed due to
changes in the percentage of beneficial ownership of
Venrock, Venrock II and the General Partners (each, as
defined below) in the stock of Biocircuits Corporation, a
Delaware corporation (the "Company"), resulting from the
issuance by the Company of 1,930,462 shares of Common Stock,
par value $.001, of the Company (the "Common Stock"), and
warrants to purchase 965,231 shares of Common Stock.
In addition, in accordance with Rule 101(a)(2)(ii)
of Securities & Exchange Commission Regulation S-T, this
Statement restates the initial Schedule 13D and any
amendments thereto.
Item 1. Security and Issuer
This Statement relates to the Common Stock of
Biocircuits Corporation. The principal executive offices of
the Company are located at 1324 Chesapeake Terrace,
Sunnyvale, California 94089.
Item 2. Identity and Background
(a) - (c) This Statement is filed by Venrock
Associates, a limited partnership organized in the State of
New York ("Venrock"), and Venrock II, L.P., a limited
partnership organized in the State of New York ("Venrock
II"), and Peter O. Crisp, Anthony B. Evnin, David R.
Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun, each of
whom is a general partner of both Venrock and Venrock II
(each, a "General Partner"; and together the "General
Partners").
Venrock's principal business is venture capital
investment. Venrock's principal business and office address
is Room 5508, 30 Rockefeller Plaza, New York, New York
10102.
Venrock II's principal business is venture capital
investment. Venrock II's principal business and office
address is Room 5508, 30 Rockefeller Plaza, New York, New
York 10112.
(d) - (e) None.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
On June 19, 1995, Venrock acquired 2,000,000
shares of Series A Convertible Preferred Stock (the
Page 12 of 23 Pages
<PAGE>
"Preferred Stock") of the Company and warrants to purchase
up to 1,207,062 shares of Preferred Stock (the "Original
Warrants") for $1,000,000, which funds were obtained from
Venrock's available cash.
On August 1, 1995, pursuant to a restructuring of
Venrock, Original Warrants to purchase up to 373,660 shares
of Preferred Stock were transferred to Venrock II.
On November 22, 1995, the Company notified Venrock
and Venrock II that the number of shares of Preferred Stock
underlying the Original Warrants had been reduced from
1,207,062 shares of Preferred Stock to 594,000 shares of
Preferred Stock (the "Reduction") pursuant to the terms of
the Original Warrants. After the Reduction, Venrock held
Original Warrants to purchase up to 410,120 shares of
Preferred Stock and Venrock II held Original Warrants to
purchase up to 183,880 shares of Preferred Stock.
Venrock acquired 211,641 Class I Warrants (as
defined below) and 211,641 Class II Warrants (as defined
below) when the Original Warrants were amended and the
Reduction was retroactively waived by the Company.
Venrock II acquired 94,890 Class I Warrants and
94,890 Class II Warrants when the Original Warrants were
amended and the Reduction was retroactively waived by the
Company.
Venrock II acquired an additional 189,780 Class I
Warrants and 189,780 Class II Warrants in consideration for
the automatic exercise provisions thereof and the other
covenants and agreements set forth in the Warrant Purchase
Agreement, dated January 4, 1996 (the "New Purchase
Agreement"), by and among the Company and the purchasers
specified therein (together, the "New Purchasers").
Venrock acquired an additional 423,282 shares of
Preferred Stock upon exercise of 211,641 Class I Warrants at
a price of $1.46 per share of Preferred Stock and 211,641
Class II Warrants at a price of $1.18 per share of Preferred
Stock on March 20, 1996 and March 4, 1996, respectively,
which funds were obtained from Venrock's available cash.
Venrock II acquired an additional 569,340 shares
of Preferred Stock upon exercise of 284,670 Class I Warrants
at a price of $1.46 per share of Preferred Stock and 284,670
Class II Warrants at a price of $1.18 per share of Preferred
Stock on March 20, 1996 and March 4, 1996, respectively,
which funds were obtained from Venrock II's available cash.
Page 13 of 23 Pages
<PAGE>
Item 4. Purpose of Transaction
Venrock acquired the Original Warrants to purchase
up to 410,120 shares of Preferred Stock (the "Venrock
Warrants") and the Preferred Stock as an investment, and
holds the Venrock Warrants and the Preferred Stock in the
ordinary course of business. Venrock intends to review its
position with respect to (i) exercising the Venrock Warrants
and (ii) converting its shares of Preferred Stock on a
regular basis and as a result thereof, may, at any time or
from time to time, subject to the terms and conditions of
the Venrock Warrants and the Preferred Stock, exercise the
Venrock Warrants to purchase shares of Preferred Stock
and/or convert its shares of Preferred Stock into shares of
Common Stock.
Venrock II acquired the Original Warrants to
purchase up to 183,880 shares of Preferred Stock (the
"Venrock II Warrants") and the Preferred Stock as an
investment, and holds the Venrock II Warrants and the
Preferred Stock in the ordinary course of business. Venrock
II intends to review its position with respect to (i)
exercising the Venrock II Warrants and (ii) converting its
shares of Preferred Stock on a regular basis and as a result
thereof, may, at any time or from time to time, subject to
the terms and conditions of the Venrock II Warrants and the
Preferred Stock, exercise the Venrock II Warrants to
purchase shares of Preferred Stock and/or convert its shares
of Preferred Stock into shares of Common Stock.
The Original Warrants have an exercise price of
$.60 per share of Preferred Stock and are exercisable until
December 18, 1996. The Preferred Stock and the Original
Warrants were purchased on June 19, 1995 pursuant to a
Series A Convertible Preferred Stock and Warrant Purchase
Agreement, dated May 9, 1995 (the "Purchase Agreement"), by
and among the Company and the purchasers specified therein
(together, the "Purchasers"). Pursuant to the Purchase
Agreement, 17,399,000 shares of the Preferred Stock and
warrants to purchase up to 10,500,836 shares of Preferred
Stock were sold to the Purchasers. Pursuant to the
Reduction, the number of shares of Preferred Stock
underlying the Original Warrants was reduced to 5,167,503.
Certain of the warrants have an exercise price of
$1.46 per share of Preferred Stock (the "Class I Warrants").
The Class I Warrants were automatically exercised on March
20, 1996 in accordance with their terms.
Certain of the warrants have an exercise price
equal to 70% of the fair market value per share of Preferred
Stock (the "Class II Warrants") and are exercisable until
May 31, 1996. Venrock and Venrock II exercised their Class
II Warrants on March 4, 1996.
The Class I Warrants and the Class II Warrants
were acquired on January 29, 1996, pursuant to the New
Page 14 of 23 Pages
<PAGE>
Purchase Agreement and a Warrant Amendment Agreement, dated
January 4, 1996 (the "Amendment Agreement"), by and among
the Company and the purchasers specified therein (together,
the "Amended Purchasers"). Pursuant to the Amendment
Agreement, the Company amended the Original Warrants and
retroactively waived the Reduction, and issued 1,333,265
Class I Warrants and 1,333,249 Class II Warrants to the
Amended Purchasers. Pursuant to the New Purchase Agreement,
the Company issued 1,426,502 Class I Warrants and 1,426,496
Class II Warrants to the New Purchasers.
Each share of Preferred Stock may be converted
into .25 shares of Common Stock (subject to adjustment as
set forth in the Certificate of Designation) at any time at
the election of the holder thereof and will be automatically
converted into Common Stock upon the occurrence of certain
specified events described in the Company's Certificate of
Incorporation, as amended.
Pursuant to Section 10 of the Purchase Agreement
and Section 9.1 of the New Purchase Agreement, the Company
has filed Registration Statements on Form S-3 (the
"Registration Statements") with the Securities and Exchange
Commission (the "Commission") in order to register with the
Commission the resale, from time to time, of the Common
Stock into which shares of Preferred Stock are convertible.
In addition, the Company is required to prepare and file
with the Commission such amendments and supplements to the
Registration Statements and the prospectuses used in
connection therewith as may be necessary to keep the
Registration Statements effective until June 1999.
Patrick F. Latterell, a General Partner, is
currently serving on the Board of Directors of the Company
for a three-year term expiring at the Company's 1998 Annual
Meeting.
Except as set forth above, Venrock and Venrock II
have no plans or proposals which relate to or would result
in the types of transactions or events set forth in
subparagraphs (a) through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Venrock beneficially
owns 152,415 shares of Common Stock representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock were
exercised in full, Venrock would beneficially own 758,235
shares of Common Stock, representing approximately 9.5% of
the issued and outstanding shares of Common Stock. In
addition, if the Venrock Warrants were exercised in full and
the underlying shares of Preferred Stock were converted in
full, Venrock would beneficially own 860,765 shares of
Common Stock, representing approximately 10.6% of the issued
and outstanding shares of Common Stock.
Page 15 of 23 Pages
<PAGE>
Venrock II beneficially owns no shares of Common
Stock. However, if the conversion rights with respect to
the Preferred Stock owned by Venrock II were exercised in
full, Venrock II would beneficially own 142,335 shares of
Common Stock, representing approximately 1.9% of the issued
and outstanding shares of Common Stock. In addition, if the
Venrock II Warrants were exercised in full and the
underlying shares of Preferred Stock were converted in full,
Venrock II would beneficially own 188,305 shares of Common
Stock, representing approximately 2.5% of the issued and
outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Crisp beneficially owns 6,094 shares, or an
aggregate of 158,509 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. Crisp would beneficially own
906,664 shares of Common Stock, representing approximately
11.1% of the issued and outstanding shares of Common Stock.
In addition, if the Venrock Warrants and the Venrock II
Warrants were exercised in full and the underlying shares of
Preferred Stock were converted in full, Mr. Crisp would
beneficially own 1,055,164 shares of Common Stock,
representing approximately 12.7% of the issued and
outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Evnin beneficially owns 4,952 shares, or an
aggregate of 157,367 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. Evnin would beneficially own
905,522 shares of Common Stock, representing approximately
11.1% of the issued and outstanding shares of Common Stock.
In addition, if the Venrock Warrants and the Venrock II
Warrants were exercised in full and the underlying shares of
Preferred Stock were converted in full, Mr. Evnin would
beneficially own 1,054,022 shares of Common Stock,
representing approximately 12.7% of the issued and
outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Hathaway beneficially owns 3,962 shares, or an
aggregate of 156,377 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. Hathaway would beneficially
own 904,532 shares of Common Stock, representing
approximately 11.1% of the issued and outstanding shares of
Common Stock. In addition, if the Venrock Warrants and the
Venrock II Warrants were exercised in full and the
underlying shares of Preferred Stock were converted in full,
Mr. Hathaway would beneficially own 1,053,032 shares of
Page 16 of 23 Pages
<PAGE>
Common Stock, representing approximately 12.7% of the issued
and outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Latterell beneficially owns 1,188 shares, or an
aggregate of 153,603 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. If options covering 2,500 shares of Common
Stock granted by the Company to Mr. Latterell at the price
of $4.00 per share of Common Stock were exercised in full,
Mr. Latterell would beneficially own 3,688 shares of Common
Stock, or an aggregate of 156,103 shares of Common Stock,
representing approximately 2.1% of the issued and
outstanding shares of Common Stock. However, if the
conversion rights with respect to the Preferred Stock owned
by Venrock and Venrock II were exercised in full, Mr.
Latterell would beneficially own 904,258 shares of Common
Stock, representing approximately 11.1% of the issued and
outstanding shares of Common Stock. In addition, if the
Venrock Warrants and the Venrock II Warrants were exercised
in full and the underlying shares of Preferred Stock were
converted in full, Mr. Latterell would beneficially own
1,052,758 shares of Common Stock, representing approximately
12.7% of the issued and outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. McCourtney beneficially owns 4,965 shares, or an
aggregate of 157,380 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. McCourtney would beneficially
own 905,535 shares of Common Stock, representing
approximately 11.1% of the issued and outstanding shares of
Common Stock. In addition, if the Venrock Warrants and the
Venrock II Warrants were exercised in full and the
underlying shares of Preferred Stock were converted in full,
Mr. McCourtney would beneficially own 1,054,035 shares of
Common Stock, representing approximately 12.7% of the issued
and outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Rothrock beneficially owns 250 shares, or an
aggregate of 152,665 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. Rothrock would beneficially
own 900,820 shares of Common Stock, representing
approximately 11.0% of the issued and outstanding shares of
Common Stock. In addition, if the Venrock Warrants and the
Venrock II Warrants were exercised in full and the
underlying shares of Preferred Stock were converted in full,
Mr. Rothrock would beneficially own 1,049,320 shares of
Common Stock, representing approximately 12.6% of the issued
and outstanding shares of Common Stock.
Page 17 of 23 Pages
<PAGE>
Ms. Rummelsburg beneficially owns an aggregate of
152,415 shares of Common Stock, representing approximately
2.1% of the issued and outstanding shares of Common Stock.
However, if the conversion rights with respect to the
Preferred Stock owned by Venrock and Venrock II were
exercised in full, Ms. Rummelsburg would beneficially own
900,570 shares of Common Stock, representing approximately
11.0% of the issued and outstanding shares of Common Stock.
In addition, if the Venrock Warrants and the Venrock II
Warrants were exercised in full and the underlying shares of
Preferred Stock were converted in full, Ms. Rummelsburg
would beneficially own 1,049,070 shares of Common Stock,
representing approximately 12.6% of the issued and
outstanding shares of Common Stock.
In addition to the shares of Common Stock listed
above, Mr. Sun beneficially owns 3,959 shares, or an
aggregate of 156,374 shares of Common Stock, representing
approximately 2.1% of the issued and outstanding shares of
Common Stock. However, if the conversion rights with
respect to the Preferred Stock owned by Venrock and Venrock
II were exercised in full, Mr. Sun would beneficially own
904,529 shares of Common Stock, representing approximately
11.1% of the issued and outstanding shares of Common Stock.
In addition, if the Venrock Warrants and the Venrock II
Warrants were exercised in full and the underlying shares of
Preferred Stock were converted in full, Mr. Sun would
beneficially own 1,053,029 shares of Common Stock,
representing approximately 12.7% of the issued and
outstanding shares of Common Stock.
(b) Except for the additional shares of Common
Stock owned separately by certain of the General Partners
listed under subsection (a) above (as to which such General
Partner has sole voting and dispositive power), Venrock and
the General Partners have shared voting and shared
dispositive powers with respect to the shares of Common
Stock (i) owned by Venrock and (ii) issuable to Venrock upon
the exercise of the Venrock Warrants in full and upon the
conversion of the Preferred Stock in full.
In addition, Venrock II and the General Partners
have shared voting and shared dispositive powers with
respect to the shares of Common Stock issuable to Venrock II
upon the exercise of the Venrock II Warrants in full and
upon the conversion of the Preferred Stock in full.
For information regarding the voting agreement
covering the Preferred Stock, see Item 6.
(c) Venrock, Venrock II and the General Partners
have not effected any transaction in the registered
securities of the Company in the past 60 days.
(d) No person, other than Venrock and the General
Partners, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
Page 18 of 23 Pages
<PAGE>
of, the shares of Common Stock (i) owned by Venrock and (ii)
issuable to Venrock upon the exercise of the Venrock
Warrants in full and upon the conversion of the Preferred
Stock in full.
No person, other than Venrock II and the General
Partners, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock issuable to Venrock II upon
the exercise of the Venrock II Warrants in full and upon the
conversion of the Preferred Stock in full.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Venrock acquired (i) the Preferred Stock and the
Original Warrants pursuant to the Purchase Agreement and
(ii) the Class I Warrants and the Class II Warrants pursuant
to the Amendment Agreement, each of which is described in
Item 4 above. Venrock II acquired the Class I Warrants and
the Class II Warrants pursuant to the Amendment Agreement
and the New Purchase Agreement, each of which are described
in Item 4 above. Copies of the Purchase Agreement, the
Amendment Agreement and the New Purchase Agreement filed as
Exhibits 2, 4 and 5, respectively, to Amendment No. 2 to
this Statement are incorporated herein by reference.
In connection with the Purchase Agreement and the
New Purchase Agreement, the Company and the Purchasers and
the New Purchasers entered into a Voting Agreement, dated
May 9, 1995 (the "Voting Agreement"). Pursuant to the
Voting Agreement, so long as Sprout Capital VI, L.P., Sprout
Capital VII, L.P. and DLJ Capital Corporation (together, the
"Sprout Group") and ML Venture Partners II, L.P. hold in the
aggregate 25% of the issued and outstanding shares of the
Preferred Stock, the Purchasers agree each time the
Company's stockholders meet or act by written consent in
lieu of a meeting for the purposes of (i) removing a board
member from his or her seat, or (ii) electing a director to
fill a vacancy, to vote the Preferred Stock as directed by
the Sprout Group. A copy of the Voting Agreement filed as
Exhibit 3 to Amendment No. 2 to this Statement is
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
1. Written Agreement of, dated March 29, 1996,
Venrock, Venrock II, Peter O. Crisp, Anthony B. Evnin, David
R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun relating
to the filing of this Statement on Schedule 13D and any
amendments thereto, as required by Rule 13d-1(f).*
Page 19 of 23 Pages
<PAGE>
2. Series A Convertible Preferred Stock and
Warrant Purchase Agreement, dated May 9, 1995, by and among
the Company and the other parties specified therein.*
3. Voting Agreement, dated May 9, 1995, by and
among the Company and the other parties specified therein.*
4. Warrant Amendment Agreement, dated January 4,
1996, by and among the Company and the other parties
specified therein.*
5. Warrant Purchase Agreement, dated January 4,
1996, by and among the Company and the other parties
specified therein.*
6. Power of Attorney, dated March 29, 1996.*
- -----------------
* Previously filed.
Page 20 of 23 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.
Venrock Associates
November 6, 1996 By: /s/ Ted H. McCourtney
Ted H. McCourtney
General Partner
Venrock Associates II, L.P.
November 6, 1996 By: /s/ Ted H. McCourtney
Ted H. McCourtney
General Partner
November 6, 1996 *
Peter O. Crisp
General Partner
*
Anthony B. Evnin
General Partner
*
David R. Hathaway
General Partner
*
Ted H. McCourtney
General Partner
*
Ray A. Rothrock
General Partner
*
Kimberley A. Rummelsburg
General Partner
Page 21 of 23 Pages
<PAGE>
*
Patrick F. Latterell
General Partner
*
Anthony Sun
General Partner
*By: /s/ Ted H. McCourtney
(Attorney-in-fact)
Page 22 of 23 Pages
<PAGE>
EXHIBIT INDEX
Exhibit
No. Document
- ------- --------
1 Written Agreement, dated March 29, 1996, of Venrock
Associates, Venrock Associates II, L.P., Peter O.
Crisp, Anthony B. Evnin, David R. Hathaway, Patrick
F. Latterell, Ted H. McCourtney, Ray A. Rothrock,
Kimberley A. Rummelsburg and Anthony Sun relating to
the filing of this Statement on Schedule 13D, and any
amendments thereto, as required by Rule 13d-1(f).*
2 Series A Convertible Preferred Stock and Warrant
Purchase Agreement, dated May 9, 1995, by and among
the Company and the other parties specified therein.*
3 Voting Agreement, dated May 9, 1995, by and among the
Company and the other parties specified therein.*
4 Warrant Amendment Agreement, dated January 4, 1996,
by and among the Company and the other parties
specified therein.*
5 Warrant Purchase Agreement, dated January 4, 1996, by
and among the Company and the other parties specified
therein.*
6 Power of Attorney, dated March 29, 1996.*
- -----------------
* Previously filed.
Page 23 of 23 Pages
