SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
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)
April 18, 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: 900,000*
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Shares Beneficially 8) Shared Voting Power:
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Owned by
Each Reporting 9) Sole Dispositive Power: 900,000*
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 900,000*
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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): 7.5%*
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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 18,750 shares of Conductus, Inc.'s (the "Company") Series C preferred
stock (the "Preferred Stock"). Cerberus International, Ltd. ("International "),
a corporation organized under the laws of the Bahamas, is the holder of 46,250
shares of Preferred Stock. Stephen Feinberg, individually, is the holder of
10,000 shares of Preferred Stock. The Preferred Stock is convertible at the
option of the holder at any time after June 17, 2000 into ten (10) shares of the
Company's common stock, par value $.0001 per share (the "Common Stock"). 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 of Common Stock, respectively. Stephen Feinberg possesses sole power to
vote and direct the disposition of all shares of Preferred Stock and Warrants
held by Cerberus, International and himself. Accordingly, for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, Mr. Feinberg is deemed to
beneficially own 900,000 shares of Common Stock.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Conductus, Inc. (the "Company"), whose principal
executive offices are located at 969 W. Maude Avenue, Sunnyvale, California
94086.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing director of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P.("Cerberus"), a Delaware limited partnership,
and (ii) the investment manager for Cerberus International, Ltd.
("International"), a corporation organized under the laws of the Bahamas.
Cerberus and International are engaged in the investment in personal property of
all kinds, including, but not limited to, capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase the Preferred Stock and Warrants on behalf
of Cerberus, International and Stephen Feinberg have come directly from the
assets of Cerberus, International and Stephen Feinberg, respectively. The amount
of funds used to purchase the securities described herein by Cerberus,
International and Stephen Feinberg was $750,000, $1,850,000 and $400,000,
respectively.
Item 4. Purpose of Transaction.
The acquisition of the Preferred Stock and Warrants by Cerberus,
International and Stephen Feinberg is for investment purposes. Mr. Feinberg has
no present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by the management of the Company,
there were 11,119,359 shares of Common Stock outstanding as of March 3, 2000. As
of April 18, 2000, Cerberus, International and Stephen Feinberg, individually,
were the holders of 18,750, 46,250 and 10,000 shares of Preferred Stock,
respectively. The Preferred Stock is convertible at the option of the holder at
any time after June 17, 2000 into ten (10) shares of the Company's Common Stock.
In addition, Cerberus, International and Stephen Feinberg, individually, are the
<PAGE>
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 of Common Stock, respectively. Mr. Feinberg possesses sole power to vote
and direct the disposition of all Preferred Stock and Warrants held by Cerberus,
International and himself. Accordingly, as of April 18, 2000, for the purposes
of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Feinberg is deemed to
beneficially own 900,000 shares of Common Stock, or 7.5% of the shares of Common
Stock issued and outstanding as of that date. Cerberus, International and
Stephen Feinberg have not transacted in any securities of the Company in the
past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Mr. Feinberg and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
April 18, 2000
/s/ Stephen Feinberg
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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).
