SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
CONDUCTUS, INC.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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206784100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 23, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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. 206784100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC/PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 413,800*
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Shares Beneficially 8) Shared Voting Power:
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Owned by
Each Reporting 9) Sole Dispositive Power: 413,800*
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 413,800*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 3.6%*
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14) Type of Reporting Person (See Instructions): IA/IN
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* Cerberus Partners, L.P. ("Cerberus"), a Delaware limited partnership, is the
holder of 65,900 shares of Conductus, Inc.'s (the "Company") common stock (the
"Shares"). Cerberus International, Ltd. ("International"), a corporation
organized under the laws of the Bahamas, is the holder of 161,000 Shares.
Stephen Feinberg, individually, is the holder of 36,900 Shares. In addition,
Cerberus, International and Stephen Feinberg, individually, are the holders of
warrants issued by the Company (the "Warrants"), which are exercisable at any
time after June 17, 2000, for 37,500, 92,500 and 20,000 Shares, respectively.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
Shares and Warrants held by Cerberus, International and himself. Accordingly,
for the purposes of Rule 13d-3 under the Act, Mr. Feinberg is deemed to
beneficially own 413,800 Shares.
<PAGE>
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, there were 11,500,056 Shares outstanding as of April 30,
2000. Cerberus is the holder of 65,900 Shares, International is the holder of
161,000 Shares, and Stephen Feinberg is the holder of 36,900 Shares. In
addition, Cerberus, International and Stephen Feinberg are the holders of
Warrants, which are exercisable at any time after June 17, 2000, for 37,500,
92,500 and 20,000 Shares, respectively. Stephen Feinberg possesses sole power to
vote and direct the disposition of all Shares and Warrants held by Cerberus,
International and himself.
On June 21, 2000, Cerberus, International and Stephen Feinberg each
converted all of the shares of Class C Preferred Stock of the Company held by
them into Shares. On June 23, 2000, Cerberus, International, and Stephen
Feinberg delivered 121,600, 301,500, and 63,100 Shares, respectively, to
unrelated third parties for the purpose of covering certain short positions held
by each of Cerberus, International and Stephen Feinberg in the Shares. As a
result of such transactions, Stephen Feinberg no longer possesses voting or
investment control over such 121,600, 301,500 and 63,100 Shares.
Except as described above, during the 60 days prior to the date
hereof, there have been no transactions in Shares by Stephen Feinberg or any
person or entity controlled by him or any person or entity for which he
possesses voting or investment control over the securities thereof.
As of June 23, 2000, Stephen Feinberg ceased to be the beneficial
owner of more than five percent of the Shares.
<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.
July 15, 2000
/s/ Stephen Feinberg
Stephen Feinberg, individually and in
his capacity as the managing member of
Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. and
as the investment manager for Cerberus
International, Ltd.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
