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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. 6)*
Opta Food Ingredients, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68381N105
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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: Opta Food Ingredients, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
25 Wiggins Avenue, Bedford, Massachusetts 01730.
ITEM 2(a). NAMES OF PERSONS FILING: New Enterprise Associates IV, Limited
Partnership ("NEA IV") and New Enterprise Associates VI, Limited
Partnership ("NEA VI") (collectively, the "Funds"); NEA Partners
IV, Limited Partnership ("NEA Partners IV"), which is the sole
general partner of NEA IV, and NEA Partners VI, Limited Partnership
("NEA Partners VI"), which is the sole general partner of NEA VI,
(collectively, the "GPLPs"); 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"). The General Partners are individual
general partners of NEA Partners IV and NEA Partners VI. 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 NEA IV, NEA Partners
IV, NEA VI, NEA Partners VI, Dorman, Marks and Newhall is New
Enterprise Associates, 1119 St. Paul Street, Baltimore, Maryland
21202. The address of the principal business office of Kramlich and
McConnell is New Enterprise Associates, 2490 Sand Hill Road, Menlo
Park, California 94025.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: NEA IV is the record owner of
105,000 shares of Common Stock as of December 31, 1998 (the
"NEA IV Shares"). NEA VI is the record owner of 472,500
shares as of December 31, 1998 (the "NEA VI Shares"). As the
sole general partner of NEA IV, NEA Partners IV may be deemed
to own beneficially the NEA IV Shares. As the sole general
partner of NEA VI, NEA Partners VI may be deemed to own
beneficially the NEA VI Shares. By virtue of their
relationship as affiliated limited partnerships, whose general
partners have overlapping individual general partners, each
Fund may be deemed to share the power to direct the
disposition and vote of the NEA IV Shares and the NEA VI
Shares, for a total of 577,500 shares (the "Record Shares").
As an individual general partner of NEA Partners IV, the
sole general partner of NEA IV, and NEA Partners VI, the
sole general partner of NEA VI, Kramlich may be deemed to
own beneficially the Record Shares. Dorman is the record
owner of 1,417 shares as of December 31, 1998. As an
individual general partner of NEA Partners IV, the sole
general partner of NEA IV, and NEA Partners VI, the sole
general partner of NEA VI, Dorman may be deemed to own
beneficially the Record Shares and the 1,417 shares for
a total of 578,917 shares. Marks is the record owner of
11,088 shares as of December 31, 1998. As an individual
general partner of NEA Partners IV, the sole general
partner of NEA IV, and NEA Partners VI, the sole general
partner of NEA VI, Marks may be deemed to own beneficially
the Record Shares and the 11,088 shares for a total of 588,588
shares. McConnell is the record owner of 2,952 shares as of
December 31, 1998. As an individual general partner of NEA
Partners IV, the sole general partner of NEA IV, and NEA
Partners VI, the sole general partner of NEA VI,
Page 2 of 10 Pages
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McConnell may be deemed to own beneficially the Record
Shares and the 2,952 shares for a total of 580,452 shares.
Newhall is the record owner of 8,856 shares as of December
31, 1998 and holds options to purchase an aggregate of
15,000 shares, which options are exercisable within 60 days
of December 31, 1998. As an individual general partner of
NEA Partners IV, the sole general partner of NEA IV, and NEA
Partners VI, the sole general partner of NEA VI, Newhall
may be deemed to own beneficially the Record Shares, the
8,856 shares and the 15,000 shares for a total of 601,356
shares.
(b) Percent of Class: Each Reporting person except Marks and
Newhall: 5.2%. Marks: 5.3%. Newhall: 5.4%. The foregoing
percentages are calculated based on the 11,088,343 shares of
Common Stock reported to be outstanding in the Quarterly
Report on Form 10-Q of Opta Food Ingredients, 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 direct the vote: 0 shares for
Kramlich, NEA IV, NEA Partners IV, NEA VI and NEA
Partners VI. 1,417 shares for Dorman. 2,952 shares for
McConnell. 11,088 shares for Marks. 23,856 shares for
Newhall.
(ii) shared power to vote or to direct the vote: 577,500
shares for each Reporting Person.
(iii) sole power to dispose or to direct the disposition
of: 0 shares for Kramlich, NEA IV, NEA Partners IV,
NEA VI and NEA Partners VI. 1,417 shares for Dorman.
2,952 shares for McConnell. 11,088 shares for Marks.
23,856 shares for Newhall.
(iv) shared power to dispose or to direct the disposition
of: 577,500 shares for each Reporting Person.
Each Reporting Person expressly disclaims beneficial ownership of
any shares of Common Stock of Opta Food Ingredients, Inc., except
for such shares, if any, such Reporting Person holds of record.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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
NEW ENTERPRISE ASSOCIATES IV, LIMITED PARTNERSHIP
By: NEA Partners IV, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS IV, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA Partners VI, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
Page 4 of 10 Pages
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*
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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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Charles W. Newhall III
*By: /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 Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference, and a copy
of which 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 stock of Opta Food
Ingredients, Inc.
EXECUTED this 10th day of February, 1999
NEW ENTERPRISE ASSOCIATES IV, LIMITED PARTNERSHIP
By: NEA Partners IV, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS IV, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA Partners VI, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
Page 6 of 10 pages
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*
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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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Charles W. Newhall III
*By: /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 Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference and is
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
