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, 1999
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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).
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ITEM 1(A). NAME OF ISSUER: Physiometrix, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Five 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, and 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, 1999 (the
"CMEA Shares"). As a general partner of CMEA, CMEA Partners
may be deemed to own beneficially the CMEA Shares. Murfin
is the record owner of 1,000 shares. As a general partner
of CMEA, Murfin may be deemed to own beneficially the CMEA
Shares and the 1,000 shares for a total of 632,190 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 30,200 shares (the "Option Shares"), which options
will be exercisable within 60 days of December 31, 1999, as
well as the record owner of 10,000 shares. As a general
partner of CMEA, Baruch may be deemed to own beneficially
the CMEA Shares, the Option Shares and the 10,000 shares
for a total of 671,390 shares.
(b) Percent of Class: Each Reporting Person except Baruch:
10.9%. Baruch: 11.6%. The foregoing percentages are
calculated based on the 5,787,041 shares of Common Stock
reported to be outstanding as of September 30, 1999, 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 and Murfin.
40,200 shares for Baruch and 1,000 shares for Murfin.
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(ii) shared power to vote or to direct the vote: 631,190
shares for each Reporting Person except for Baruch and
Murfin. 671,390 shares for Baruch. 632,190 shares for
Murfin.
(iii) sole power to dispose or to direct the disposition of: 0
shares for each Reporting Person other than Baruch and
Murfin. 40,200 shares for Baruch and 1,000 shares for
Murfin.
(iv) shared power to dispose or to direct the disposition of:
631,190 shares for each Reporting Person except for
Baruch and Murfin. 671,390 shares for Baruch. 632,190
shares for Murfin.
Each Reporting Person expressly disclaims beneficial ownership of
any shares of Common Stock of Physiometrix, Inc., except for the
shares, if any, that such Reporting Person owns 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 16, 1999 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
PHYSIOMETRIX, INC. REMAIN UNCHANGED.
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SIGNATURE
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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: January 25, 2000
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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Thomas R. Baruch
*
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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
*
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Donald L. Murfin
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*
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Charles W. Newhall III
By: /s/ Nancy L. Dorman
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Nancy L. Dorman, in her individual
capacity 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 1.
EXHIBIT 1
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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
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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
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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
