UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
Caliper Technologies Corp.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
130876 10 5
(CUSIP Number)
December 31, 1999
(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 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW Ventures II, L.P.
13-3662683
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,505,737 shares, except that the general partner of CW
Ventures II, L.P. may be deemed to have shared power to
vote these shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None.
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,505,737 shares, except that the
general partner of CW Ventures II, L.P.
may be deemed to have shared power to
dispose of these shares.
8 SHARED DISPOSITIVE POWER
None.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,628,611 shares (includes shares beneficially owned by CW Partners
III, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW PARTNERS III, L.P.
11-3119170
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 122,874 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have
REPORTING shared power to vote a total of
PERSON 1,628,611 shares by reason of being
WITH the general partner of CW Ventures
II, L.P.
7 SOLE DISPOSITIVE POWER
122,874 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to dispose of a total of
1,628,611 shares by reason of being
the general partner of CW Ventures
II, L.P.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,628,611 shares (includes shares beneficially owned by CW Ventures II,
L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES M. HARTMAN
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER OF
SHARES 7,692 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have shared
REPORTING power to vote a total of 1,628,611 shares
PERSON by reason of being the general partner of
WITH the general partner of CW Ventures II,
L.P., in addition to the 7,692 shares
directly held by Mr. Hartman.
7 SOLE DISPOSITIVE POWER
7,692 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared power to vote a
total of 1,628,611 shares by reason of being the general
partner of the general partner of CW Ventures II, L.P., in
addition to the 7,692 shares directly held by Mr. Hartman.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,303 shares (includes shares beneficially owned by CW
Ventures II, L.P. and CW Partners III, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WALTER CHANNING
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER OF
SHARES None.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have
REPORTING shared power to vote a total of
PERSON 1,628,611 shares by reason of being
WITH the general partner of the general
partner of CW Ventures II, L.P.
7 SOLE DISPOSITIVE POWER
None.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to vote a total of 1,628,611 shares by reason of
being the general partner of the general partner of CW
Ventures II, L.P.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,628,611 shares (includes shares beneficially owned by CW
Ventures II, L.P. and CW Partners III, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARRY WEINBERG
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER OF
SHARES None.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have
REPORTING shared power to vote a total of
PERSON 1,628,611 shares by reason of being
WITH the general partner of the general
partner of CW Ventures II, L.P.
7 SOLE DISPOSITIVE POWER
None.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to vote a total of 1,628,611 shares by reason of
being the general partner of the general partner of CW
Ventures II, L.P.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,628,611 shares (includes shares beneficially owned by CW
Ventures II, L.P. and CW Partners III, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1(a) NAME OF ISSUER:
Caliper Technologies Corp.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
605 Fairchild Drive
Mountain View, California 94043-2234
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto.
Item 2(b) Address of Principal Business Office, or if none,
residence:
c/o CW Group
1041 Third Avenue
New York, New York 10021
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 par value per share (the "Common Stock").
Item 2(e) CUSIP NUMBER:
13876 10 5
Item 3 This Schedule is filed by (i) CW Ventures II, L.P. ("CW
Ventures"), a New York limited partnership, (ii) CW
Partners III, L.P. ("CW Partners"), a New York limited
partnership and the general partner of CW Partners, (iv)
Charles Hartman ("Hartman"), a general partner of CW
Partners, (v) Walter Channing ("Channing"), a general
partner of CW Partners and (vi) Barry Weinberg
("Weinberg"), a general partner of CW Partners.
<PAGE>
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
Under the definition of "beneficial ownership" in Rule 13d-3
of the rules and regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), CW Partners, Channing,
Hartman and Weinberg may be deemed to be the beneficial owners
(together with CW Ventures) of the Shares because CW Partners
is the general partner of CW Ventures (a limited partnership)
and because Channing, Hartman and Weinberg are the general
partners of CW Partners. Each of CW Partners, Channing,
Hartman and Weinberg, however, disclaims beneficial ownership
of the Shares other than the beneficial ownership attributable
to their respective direct and indirect partnership interests
in CW Ventures. The 1,628,611 shares of Common Stock
beneficially owned by CW Ventures consists of: 1,505,737
shares of Common Stock and 122,874 shares of Common Stock
owned CW Partners. The 1,636,303 shares of Common Stock
beneficially owned by Charles Hartman consists of: 7,692
shares of Common Stock, 1,505,737 shares of Common Stock owned
by CW Ventures and 122,874 shares of Common Stock owned CW
Partners.
See Item 9 of the cover pages attached hereto.
(b) Percent of Class:
See Item 11 of the cover pages attached hereto.
(c) See Items 5 through 8 of the cover pages attached
hereto.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
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:
Not Applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10 CERTIFICATION:
<PAGE>
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURES
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.
February 14, 2000
CW VENTURES II, L.P.
By: CW PARTNERS III, L.P.,
General Partner
By: /s/ Barry Weinberg
Barry Weinberg
General Partner
CW PARTNERS III, L.P.
By: /s/ Barry Weinberg
Barry Weinberg
General Partner
/s/ Walter Channing
Walter Channing
/s/ Charles Hartman
Charles Hartman
/s/ Barry Weinberg
Barry Weinberg
<PAGE>
Exhibit A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Walter Channing, Charles Hartman and
Barry Weinberg, or any of them, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Schedule 13G, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
February 14, 2000
/s/ Walter Channing
Walter Channing
/s/ Charles Hartman
Charles Hartman
/s/ Barry Weinberg
Barry Weinberg
<PAGE>
