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OMB APPROVAL
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OMB Number 3235-0145
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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. 2)*
Physiometrix, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
718928104
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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 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 1 of 10 pages
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ITEM 1(a). NAME OF ISSUER. Physiometrix, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5 Billerica Park, 101 Billerica Avenue, North Billerica, MA 01862.
ITEM 2(a). NAMES OF PERSONS FILING: Chemicals and Materials Enterprise
Associates, Limited Partnership ("CMEA"), NEA Chemicals and
Materials Partners, Limited Partnership ("CMEA Partners"), which
is a general partner of CMEA, Cornelius C. Bond, Jr. ("Bond"),
Nancy L. Dorman ("Dorman"), C. Richard Kramlich ("Kramlich"),
Arthur J. Marks ("Marks"), Thomas C. McConnell ("McConnell") and
Charles W. Newhall III ("Newhall") (the "General Partners"), and
Thomas R. Baruch ("Baruch") and Donald L. Murfin ("Murfin"). The
General Partners are individual general partners of CMEA
Partners. Baruch and Murfin are individual general partners of
CMEA. The persons named in this paragraph are referred to
individually herein as a "Reporting Person" and collectively as
the "Reporting Persons."
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of CMEA Partners,
Dorman, Marks, Murfin and Newhall is New Enterprise Associates,
1119 St. Paul Street, Baltimore, Maryland 21202. The address of
the principal business office of Bond, Kramlich and McConnell is
New Enterprise Associates, 2490 Sand Hill Road, Menlo Park,
California 94025. The address of the principal business office of
CMEA and Baruch is 235 Montgomery Street, Suite 920, San
Francisco, CA 94104.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: CMEA is the record owner of
631,190 shares of Common Stock as of December 31, 1998 (the
"CMEA Shares"). As a general partner of CMEA, CMEA Partners
may be deemed to own beneficially the CMEA Shares. As a
general partner of CMEA, Murfin may be deemed to own
beneficially the CMEA Shares. As individual general partners
of CMEA Partners, which is a general partner of CMEA, Bond,
Dorman, Kramlich, Marks, McConnell and Newhall may be deemed
to own beneficially the CMEA Shares. Baruch is the record
owner of options to purchase 23,542 shares, which options
will be exercisable within 60 days of December 31, 1998. As a
general partner of CMEA, Baruch may be deemed to own
beneficially the CMEA Shares and the 23,542 shares for a
total of 654,732 shares.
(b) Percent of Class: Each Reporting Person except Baruch: 11.1%.
Baruch: 11.5% The foregoing percentages are calculated based
on the 9,613,937 shares of Common Stock reported to be
outstanding in the Quarterly Report on Form 10-Q of
Physiometrix, Inc. for the quarter ended September 30, 1998,
as adjusted pursuant to Rule 13d-3(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares for
each Reporting Person other than Baruch. 23,542 shares
for Baruch.
Page 2 of 10 pages
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(ii) shared power to vote or to direct the vote: 631,190
shares for each Reporting Person other than Baruch.
654,732 shares for Baruch.
(iii) sole power to dispose or to direct the disposition of:
0 shares for each Reporting Person other than Baruch.
23,542 shares for Baruch.
(iv) shared power to dispose or to direct the disposition of:
631,190 shares for each Reporting Person other than
Baruch. 654,732 shares for Baruch.
Each Reporting Person disclaims beneficial ownership of any shares
of Common Stock of Physiometrix, Inc., except for those shares, if
any, such Reporting Person holds of record.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 10, 1998
AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK
OF PHYSIOMETRIX, INC. REMAIN UNCHANGED.
Page 3 of 10 pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: February 10, 1999
CHEMICALS AND MATERIALS ENTERPRISE ASSOCIATES, LIMITED PARTNERSHIP
By: NEA Chemicals and Materials Partners, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA CHEMICALS AND MATERIALS PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Cornelius C. Bond, Jr.
*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
Page 4 of 10 pages
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*
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Charles W. Newhall III
*/s/ Nancy L. Dorman
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Nancy L. Dorman
on her own behalf and as Attorney-in Fact
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*This Schedule 13G was executed by Nancy L. Dorman pursuant to a Power of
Attorney filed with the Securities and Exchange Commission on February 13,
1992 in connection with a Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference and is
attached hereto as Exhibit 2.
Page 5 of 10 pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of
Physiometrix, Inc.
EXECUTED as a sealed instrument this 10th day of February, 1999.
CHEMICALS AND MATERIALS ENTERPRISE ASSOCIATES, LIMITED PARTNERSHIP
By: NEA Chemicals and Materials Partners, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA CHEMICALS AND MATERIALS PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Cornelius C. Bond, Jr.
*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
Page 6 of 10 pages
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*
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Charles W. Newhall III
*/s/ NANCY L. DORMAN
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Nancy L. Dorman
on her own behalf and as Attorney-in Fact
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*This Agreement was executed by Nancy L. Dorman pursuant to a Power of
Attorney filed with the Securities and Exchange Commission on February 13,
1992 in connection with a Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference and
attached hereto as Exhibit 2.
Page 7 of 10 Pages
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall
III, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and
all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the By-laws of the National
Association of Securities Dealers, Inc., granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as
he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd
day of April, 1991.
/S/ RAYMOND L. BANK
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Raymond L. Bank
/S/ THOMAS R. BARUCH
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Thomas R. Baruch
/S/ CORNELIUS C. BOND, JR.
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Cornelius C. Bond, Jr.
/S/ FRANK A. BONSAL, JR.
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Frank A. Bonsal, Jr.
/S/ JAMES A. COLE
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James A. Cole
Page 8 of 10 pages
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/S/ NANCY L. DORMAN
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Nancy L. Dorman
/S/ NEAL M. DOUGLAS
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Neal M. Douglas
/S/ JOHN W. GLYNN, JR.
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John W. Glynn, Jr.
/S/ CURRAN W. HARVEY
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Curran W. Harvey
/S/ RONALD KASE
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Ronald Kase
/S/ C. RICHARD KRAMLICH
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C. Richard Kramlich
/S/ ROBERT F. KUHLING
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Robert F. Kuhling
/S/ ARTHUR J. MARKS
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Arthur J. Marks
/S/ THOMAS C. MCCONNELL
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Thomas C. McConnell
/S/ DONALD L. MURFIN
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Donald L. Murfin
/S/ H. LELAND MURPHY
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H. Leland Murphy
Page 9 of 10 pages
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/S/ JOHN M. NEHRA
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John M. Nehra
/S/ CHARLES W. NEWHALL III
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Charles W. Newhall III
/S/ TERRY L. OPDENDYK
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Terry L. Opdendyk
/S/ BARBARA J. PERRIER
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Barbara J. Perrier
/S/ C. VINCENT PROTHRO
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C. Vincent Prothro
/S/ C. WOODROW REA, JR.
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C. Woodrow Rea, Jr.
/S/ HOWARD D. WOLFE, JR.
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Howard D. Wolfe, Jr.
/S/ NORA M. ZIETZ
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Nora M. Zietz
Page 10 of 10 pages
