UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Caliper Technologies Corp.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
130876 10 5
(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 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 755,737 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,024,955 shares, except that the
general partner of CW Ventures II,
L.P. may be deemed to have shared
power to dispose of these shares.
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
755,737 shares.
8 SHARED DISPOSITIVE POWER
1,024,955 shares, except that the
general partner of CW Ventures II,
L.P. may be deemed to have shared
power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,955 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
4.8%
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
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 269,218 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have
shared power to vote a total of
1,024,955 shares by reason of being
the general partner of CW Ventures
II, L.P.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 269,218 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to dispose of a total of
1,024,955 shares by reason of being
the general partner of CW Ventures
II, L.P.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,955 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
4.8%
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 8,216 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have shared
power to vote a total of 1,024,955 shares
by reason of being the general partner of
the general partner of CW Ventures II,
L.P., in addition to the 8,216 shares
directly held by Mr. Hartman.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8,216 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to vote a total of 1,024,955 shares
by reason of being the general partner of
the general partner of CW Ventures II,
L.P., in addition to the 8,216 shares
directly held by Mr. Hartman.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,171 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
4.9%
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 524 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have shared
power to vote a total of 1,024,955 shares
by reason of being the general partner of
the general partner of CW Ventures II,
L.P. in addition to the 524 shares
directly held by Mr.Channing.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 524 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to vote a total of 1,024,955 shares
by reason of being the general partner of
the general partner of CW Ventures II,
L.P. in addition to the 524 shares
directly held by Mr. Channing.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,479 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
4.8%
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 524 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None, but may be deemed to have shared
power to vote a total of 1,024,955 shares
by reason of being the general partner of
the general partner of CW Ventures II,
L.P. in addition to the 524 shares
directly held by Mr.Weinberg.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 524 shares.
8 SHARED DISPOSITIVE POWER
None, but may be deemed to have shared
power to vote a total of 1,024,955
shares by reason of being the
general partner of the general
partner of CW Ventures II, L.P. in
addition to the 524 shares directly
held by Mr.Weinberg.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,479 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
4.8%
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 1,024,955 shares of Common Stock
beneficially owned by CW Ventures consists of: 755,737 shares
of Common Stock and 269,218 shares of Common Stock owned CW
Partners, as of August 1, 2000. The 1,033,171 shares of Common
Stock beneficially owned by Charles Hartman consists of: 8,216
shares of Common Stock, 755,737 shares of Common Stock owned
by CW Ventures and 269,218 shares of Common Stock owned CW
Partners as of August 1,2000. The 1,025,479 shares of Common
Stock beneficially owned by each of Walter Channing and Barry
Weinberg consists of: 524 shares of
Common Stock held by each, 755,737 shares of Common Stock
owned by CW Ventures and 269,218 shares of Common Stock owned
CW Partners as of August 1,2000.
See Item 9 of the cover pages attached hereto.
(b) Percent of Class:
See Item 11 of the cover pages attached hereto. Pursuant to
Rule 13d-1(j), in calculating this figure, the reporting
persons have relied upon the issuer's quarterly report for the
quarterly period ended June 30, 2000, filed with the
Securities and Exchange Commission on August 11, 2000.
(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.
<PAGE>
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not Applicable.
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 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.
August 18, 2000
CW VENTURES II, L.P.
By: CW PARTNERS III, L.P.,
General Partner
By: /s/ Walter Channing
Walter Channing
General Partner
CW PARTNERS III, L.P.
By: /s/ Walter Channing
Walter Channing
General Partner
By: /s/ Walter Channing*
Walter Channing
*
Charles Hartman
*
Barry Weinberg
