<PAGE>
---------------------------
OMB APPROVAL
---------------------------
OMB NUMBER 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER FORM........14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Plasma & Materials Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock; No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
72753M109
----------------------------------------------
(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).
Page 1
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 2
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brentwood Associates V, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 3
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brentwood V Ventures, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 4
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Bradford Jones
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 5
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David W. Chonette
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 6
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger C. Davisson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6
<PAGE>
SCHEDULE 13G
- ----------------------- ----------
CUSIP NO. 72753M109 PAGE 7
- ----------------------- ----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John L. Walecka
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF Not applicable - see Item 4(a)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable - see Item 4(a)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING Not applicable - see Item 4(a)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Not applicable - see Item 4(a)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7
<PAGE>
ITEM 1.
(a) NAME OF ISSUER
Plasma & Materials Technologies, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
9255 Deering Avenue
Chatsworth, California 91311
ITEM 2.
(a) NAME OF PERSON FILING
The persons filing this Schedule 13G/A are Brentwood Associates V, L.P.,
a Delaware limited partnership ("Brentwood Associates"), Brentwood V
Ventures, L.P., a Delaware limited partnership ("Brentwood Ventures"), G.
Bradford Jones, David W. Chonette, Roger C. Davisson, and John L. Walecka
(collectively the "Filing Persons").
G. Bradford Jones, David W. Chonette, Roger C. Davisson, and John L.
Walecka are each general partners of Brentwood Ventures, the general
partner of Brentwood Associates.
(b) ADDRESS OF PRINCIPAL OFFICE
11150 Santa Monica Blvd., Suite 1200
Los Angeles, California 90025
(c) CITIZENSHIP
The responses of the Filing Persons to Item 4 of the cover pages to this
Schedule 13G/A that relate to the citizenships of such Filing Persons are
herein incorporated by reference.
(d) TITLE OF CLASS OF SECURITIES
This filing is made in regard to the Common Stock, no par value per
share, of Plasma & Materials Technologies, Inc. (the "Common Stock").
(e) CUSIP NUMBER
72753M109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING 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
(d) [_] Investment Company registered under section 8 of the Investment
Company Act
Page 8
<PAGE>
(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 (S)240.13d-1(b)(1)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
Not applicable. The percent of the class owned, as of December 31, 1996,
does not exceed five percent.
(b) PERCENT OF CLASS
Not applicable.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: Not applicable.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: Not applicable.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Not
applicable.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Not
applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF
THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE
PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
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
The Filing Persons have filed this Schedule 13G/A as a group
pursuant to Rule 13d-1(f). The identity of each member of the group
is stated in an exhibit to the Schedule 13G amended hereby, filed
with the Securities and Exchange Commission on February 14, 1996,
which exhibit is incorporated herein by reference.
Page 9
<PAGE>
The Filing Persons entered into a Joint Reporting Agreement dated
February 12, 1996 (the "Joint Reporting Agreement"), pursuant to
which they agreed to file one joint statement on behalf of all of
them with respect to the subject matter of this Schedule 13G/A. The
Joint Reporting Agreement was filed with the Securities and Exchange
Commission on February 14, 1996 as an exhibit to the Schedule 13G
amended hereby, which exhibit is incorporated herein by reference.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Page 10
<PAGE>
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.
Dated: February 7, 1997 BRENTWOOD ASSOCIATES V, L.P.
a Delaware limited partnership
By: Brentwood V Ventures, L.P.
a Delaware limited partnership
Its: General Partner
By: /s/ G. Bradford Jones
---------------------------------
G. Bradford Jones,
General Partner
BRENTWOOD V VENTURES, L.P.,
a Delaware limited partnership
By: /s/ G. Bradford Jones
------------------------------------
G. Bradford Jones,
General Partner
/s/ G. Bradford Jones
-----------------------------------------
G. Bradford Jones
/s/ G. Bradford Jones
-----------------------------------------
By: G. Bradford Jones,
Attorney-In-Fact*
For: David W. Chonette
/s/ G. Bradford Jones
-----------------------------------------
By: G. Bradford Jones,
Attorney-In-Fact*
For: Roger C. Davisson
/s/ G. Bradford Jones
-----------------------------------------
By: G. Bradford Jones,
Attorney-In-Fact*
For: John L. Walecka
* The power of attorney pursuant to which G. Bradford Jones is signing in his
capacity as an attorney-in-fact for such individual is attached hereto as an
exhibit.
Page 11
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1. Identification of Members of the Group *
2. Joint Reporting Agreement dated February 8, 1996 *
3. Power of Attorney dated February 3, 1997 pursuant to which David
W. Chonette appointed G. Bradford Jones, among others, his
attorney-in-fact for certain filings with the Securities and
Exchange Commission, including this Schedule 13G/A
4. Power of Attorney dated February 3, 1997 pursuant to which Roger
C. Davisson appointed G. Bradford Jones, among others, his
attorney-in-fact for certain filings with the Securities and
Exchange Commission, including this Schedule 13G/A
5. Power of Attorney dated February 3, 1997 pursuant to which John
L. Walecka appointed G. Bradford Jones, among others, his
attorney-in-fact for certain filings with the Securities and
Exchange Commission, including this Schedule 13G/A
</TABLE>
* Filed with the Securities and Exchange Commission on February 14, 1996 as an
exhibit to the Schedule 13G amended hereby.
Page 12
<PAGE>
EXHIBIT 3
---------
POWER OF ATTORNEY
The undersigned, David W. Chonette, hereby makes, constitutes and appoints
G. Bradford Jones, Hilary G. Lottenberg and John L. Walecka the attorneys-in-
fact (individually, "Attorney"; and collectively, "Attorneys") of the
undersigned, with full power and authority, including without limitation the
power of substitution and resubstitution, acting together or separately, in the
name of and for and on behalf of the undersigned:
(a) For the purpose of complying with the requirements of the Securities Act
of 1933, as amended, and the rules of the Securities and Exchange Commission
(the "Commission") thereunder (collectively, the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
of the Commission thereunder collectively, the "Exchange Act"), to prepare or
cause to be prepared, execute, sign and file with the Commission and all
applicable securities exchanges and interdealer quotation systems on behalf of
the undersigned all statements, reports and other filings (including without
limitation amendments thereto) required to be filed by the undersigned under the
Securities Act or the Exchange Act, including without limitation all Schedules
13G, Schedules 13D and Initial Statements of Beneficial Ownership of Securities
on Commission Forms 3, 4 and 5 with respect to the equity securities of any
issuer of which a holder of equity securities is Brentwood Associates V, L.P.,
and
(b) To make, execute, acknowledge, and deliver such other documents,
letters, and other writings, including communications to the Commission, and in
general to do all things and to take all actions, which any one or more of the
Attorneys in his, her or their sole discretion may consider necessary or proper
in connection with or to carry out the objective of complying with the
Securities Act and the Exchange Act,
as fully as could the undersigned if personally present and acting.
Each of the Attorneys is hereby empowered to determine in his or her sole
discretion the time or times when, purpose for and manner in which any power
herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.
The undersigned hereby ratifies all that any one or more of the Attorneys or
his, her or their substitute or substitutes shall do under the authority of this
power of Attorney.
Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.
1
<PAGE>
This Power of Attorney shall remain in effect until 12:01 a.m. California
time on February 1, 2004, unless revoked in writing prior thereto. The
expiration of this Power of Attorney shall not affect any action taken by the
Attorneys prior to such expiration.
This Power of Attorney shall be governed by the laws of California.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney
on this 3rd day of February, 1997.
/s/ David W. Chonette
----------------------
David W. Chonette
2
<PAGE>
EXHIBIT 4
---------
POWER OF ATTORNEY
The undersigned, Roger C. Davisson, hereby makes, constitutes and appoints
G. Bradford Jones, Hilary G. Lottenberg and John L. Walecka the attorneys-in-
fact (individually, "Attorney"; and collectively, "Attorneys") of the
undersigned, with full power and authority, including without limitation the
power of substitution and resubstitution, acting together or separately, in the
name of and for and on behalf of the undersigned:
(a) For the purpose of complying with the requirements of the Securities Act
of 1933, as amended, and the rules of the Securities and Exchange Commission
(the "Commission") thereunder (collectively, the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
of the Commission thereunder collectively, the "Exchange Act"), to prepare or
cause to be prepared, execute, sign and file with the Commission and all
applicable securities exchanges and interdealer quotation systems on behalf of
the undersigned all statements, reports and other filings (including without
limitation amendments thereto) required to be filed by the undersigned under the
Securities Act or the Exchange Act, including without limitation all Schedules
13G, Schedules 13D and Initial Statements of Beneficial Ownership of Securities
on Commission Forms 3, 4 and 5 with respect to the equity securities of any
issuer of which a holder of equity securities is Brentwood Associates V, L.P.,
and
(b) To make, execute, acknowledge, and deliver such other documents,
letters, and other writings, including communications to the Commission, and in
general to do all things and to take all actions, which any one or more of the
Attorneys in his, her or their sole discretion may consider necessary or proper
in connection with or to carry out the objective of complying with the
Securities Act and the Exchange Act,
as fully as could the undersigned if personally present and acting.
Each of the Attorneys is hereby empowered to determine in his or her sole
discretion the time or times when, purpose for and manner in which any power
herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.
The undersigned hereby ratifies all that any one or more of the Attorneys or
his, her or their substitute or substitutes shall do under the authority of this
power of Attorney.
1
<PAGE>
Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.
This Power of Attorney shall remain in effect until 12:01 a.m. California
time on February 1, 2004, unless revoked in writing prior thereto. The
expiration of this Power of Attorney shall not affect any action taken by the
Attorneys prior to such expiration.
This Power of Attorney shall be governed by the laws of California.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney
on this 3rd day of February, 1997.
/s/ Roger C. Davisson
----------------------
Roger C. Davisson
2
<PAGE>
EXHIBIT 5
---------
POWER OF ATTORNEY
The undersigned, John L. Walecka, hereby makes, constitutes and appoints G.
Bradford Jones and Hilary G. Lottenberg the attorneys-in-fact (individually,
"Attorney"; and collectively, "Attorneys") of the undersigned, with full power
and authority, including without limitation the power of substitution and
resubstitution, acting together or separately, in the name of and for and on
behalf of the undersigned:
(a) For the purpose of complying with the requirements of the Securities Act
of 1933, as amended, and the rules of the Securities and Exchange Commission
(the "Commission") thereunder (collectively, the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
of the Commission thereunder collectively, the "Exchange Act"), to prepare or
cause to be prepared, execute, sign and file with the Commission and all
applicable securities exchanges and interdealer quotation systems on behalf of
the undersigned all statements, reports and other filings (including without
limitation amendments thereto) required to be filed by the undersigned under the
Securities Act or the Exchange Act, including without limitation all Schedules
13G, Schedules 13D and Initial Statements of Beneficial Ownership of Securities
on Commission Forms 3, 4 and 5 with respect to the equity securities of any
issuer of which a holder of equity securities is Brentwood Associates V, L.P.,
and
(b) To make, execute, acknowledge, and deliver such other documents,
letters, and other writings, including communications to the Commission, and in
general to do all things and to take all actions, which any one or more of the
Attorneys in his, her or their sole discretion may consider necessary or proper
in connection with or to carry out the objective of complying with the
Securities Act and the Exchange Act,
as fully as could the undersigned if personally present and acting.
Each of the Attorneys is hereby empowered to determine in his or her sole
discretion the time or times when, purpose for and manner in which any power
herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.
The undersigned hereby ratifies all that any one or more of the Attorneys or
his, her or their substitute or substitutes shall do under the authority of this
power of Attorney.
Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.
1
<PAGE>
This Power of Attorney shall remain in effect until 12:01 a.m. California
time on February 1, 2004, unless revoked in writing prior thereto. The
expiration of this Power of Attorney shall not affect any action taken by the
Attorneys prior to such expiration.
This Power of Attorney shall be governed by the laws of California.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney
on this 3rd day of February, 1997.
/s/ John L. Walecka
---------------------
John L. Walecka
2
