TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
NOTICE OF INITIAL MEETING OF LIMITED PARTNERS
To the Limited Partners of TECHNOLOGY FUNDING MEDICAL PARTNERS I,
L.P.:
Notice is hereby given that the Initial Meeting of Limited Partners
of Technology Funding Medical Partners I, L.P. (the "Partnership")
will be held at 2:30 p.m. on September 8, 1995 at the Partnership's
offices at 2000 Alameda de las Pulgas, Suite 250, San Mateo,
California, for the following purposes:
1. To elect three Individual General Partners;
2. To elect two Managing General Partners;
3. To ratify the selection of KPMG Peat Marwick as independent
certified public accountants of the Partnership; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
By order of the Individual General Partners of the Partnership, only
Limited Partners of record at the close of business on July 14, 1995
are entitled to notice of and will be entitled to vote at this
meeting or any adjournment thereof.
You are cordially invited to attend this meeting. WHETHER OR NOT YOU
PLAN TO ATTEND THIS MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. THE ENCLOSED PROXY IS BEING SOLICITED BY THE
INDIVIDUAL GENERAL PARTNERS.
By order of the Individual General Partners,
Frank R. Pope
Executive Vice President
Technology Funding Inc.
San Mateo, California
Dated: July 17, 1995
<PAGE>
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
PROXY STATEMENT
July 17, 1995
GENERAL INFORMATION
Technology Funding Medical Partners I, L.P. (the "Partnership") is a
limited partnership organized under Delaware law. The Partnership
has elected the status of a business development company under the
Investment Company Act of 1940, as amended (the "Investment Company
Act"). It commenced operations on October 8, 1993. The Partnership
completed its offering on May 3, 1995, raising a total of $7,971,600.
The Partnership is managed and administered by three Individual
General Partners. Subject to the supervision of the Individual
General Partners, the two Managing General Partners, Technology
Funding Inc. ("TFI") and Technology Funding Ltd. ("TFL"), are
responsible for management of the Partnership, negotiation and
structuring of financing arrangements, oversight of the Portfolio
Companies and day-to-day administration of Partnership affairs.
Initially capitalized terms used in this Proxy Statement that are not
otherwise defined have the meanings set forth in the Amended and
Restated Limited Partnership Agreement (the "Partnership Agreement").
The Partnership is not required under the terms of its Partnership
Agreement to hold annual Partnership meetings. Unless there is a
change in the existing General Partners and existing independent
certified public accountants, the Partnership will not hold annual
meetings.
The accompanying proxy is solicited on behalf of the Individual
General Partners for use at the Initial Meeting of Limited Partners
of the Partnership to be held at 2:30 p.m. on September 8, 1995 (the
"Meeting") at the Partnership's offices at 2000 Alameda de las
Pulgas, Suite 250, San Mateo, California, and any adjournment
thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only Limited Partners of record on July 14, 1995 will be entitled to
vote at the Meeting. At the close of business on that date, the
Partnership had 79,716 Units outstanding and entitled to vote. To
the knowledge of management of the Partnership, no person owned
beneficially more than five percent of the outstanding Units at such
date. Limited Partners are entitled to one vote for each Unit held.
Any person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the Meeting or at the
Meeting prior to the vote pursuant to the proxy. A proxy may be
revoked by (i) filing a written revocation of the proxy with the
Partnership; (ii) submitting a subsequent proxy that is signed by the
person who signed the earlier proxy; or (iii) attendance at the
Meeting and casting a contrary vote.
The expenses of soliciting proxies in the enclosed form will be paid
by the Partnership. Following the original mailing of the proxies
and other soliciting materials, representatives of the Partnership
may request brokers, custodians, nominees, and other record holders
to forward copies of the proxy and other soliciting materials to
persons for whom they hold Units and to request authority for the
exercise of proxies. In such cases, the Partnership, upon the
request of the record holders, will reimburse such holders for their
reasonable expenses.
PROPOSAL 1 -- ELECTION OF INDIVIDUAL GENERAL PARTNERS
All General Partners of the Partnership are selected by the
Individual General Partners and then elected by the Limited Partners.
As required by the Investment Company Act, a majority of the General
Partners must be individuals who are not "interested persons" of the
Partnership as defined in the Investment Company Act. The Securities
and Exchange Commission has issued an order declaring that persons
serving as Individual General Partners of the Partnership will not be
deemed to be "interested persons" of the Partnership, as defined in
Section 2(a)(19) of the Investment Company Act, solely by reason of
their being partners of the Partnership and co-partners of one
another. Presently, none of the Individual General Partners is an
"interested person" of the Partnership. Therefore, the Individual
General Partners constitute the Partnership's Independent General
Partners.
The Individual General Partners have exclusive control of the
management of the Partnership, provide overall guidance and
supervision with respect to the operations of the Partnership and
perform the various duties imposed on the directors of business
development companies by the Investment Company Act. In addition to
general fiduciary duties, the Individual General Partners, among
other things, supervise the management arrangements of the
Partnership and supervise the activities of the Managing General
Partners. Subject to the supervision of the Individual General
Partners, the Managing General Partners are responsible for (i)
management of the Partnership, including analysis and selection of
the Portfolio Companies that the Partnership funds, (ii) negotiation
and structuring of financing arrangements, (iii) oversight of the
Portfolio Companies, and (iv) day-to-day administration of
Partnership affairs.
At the Meeting, the Limited Partners will elect three Individual
General Partners, each to hold office until the next required annual
meeting and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Units represented
by the accompanying proxy will be voted for the election of the
nominees listed below, each of whom is presently an Individual
General Partner of the Partnership and has been such since the
Partnership commenced operations, unless the proxy is marked in such
a manner as to withhold authority so to vote. Each nominee listed
below has consented to continue to serve as an Individual General
Partner. If any nominee is not available for election, which is not
anticipated, the proxies received will be voted for such substitute
nominee as the Individual General Partners may recommend.
Certain information about each nominee is set forth below:
Partnership Units Beneficially
Nominee Age owned effective June 30, 1995
Harold M. Ginsberg, M.D. 38 Twenty
Selena A. Lantry, M.D. 36 Twenty
Carroll J. Schroeder 46 Twenty
Harold M. Ginsberg, M.D. is Chief Resident in the Department of
Psychiatry at California Pacific Medical Center. In addition, Dr.
Ginsberg is President of Fafnir Chocolate, Inc., a specialty foods
company he founded in August 1991. Dr. Ginsberg is also a General
Partner of 897 Delaware Partnership, a real estate investment group.
Selena A. Lantry, M.D. is a Resident in the Department of
Obstetrics/Gynecology at White Memorial Hospital. Previously, she
worked as a Pediatric Clinic Physician at three different facilities
of the Kaiser Permanete Medical Group from 1985 to 1991.
Carroll J. Schroeder is the co-founder, Associate Executive Director
and Director of Programs for FamiliesFirst Inc., an organization
providing psychiatric residential care programs for emotionally
disturbed children.
COMPENSATION
The Partnership currently pays each Individual General Partner an
annual fee of $6,000 in quarterly installments plus a fee of $1,000
for each meeting of the Individual General Partners or of any
committee thereof (unless called on the same day and place as an
Individual General Partners' meeting, in which case the fee is $500),
up to annual limits of $8,000 and $5,000 for meetings of Individual
General Partners and meetings of committees thereof, respectively.
The Partnership also pays all Individual General Partners actual out-
of-pocket expenses relating to attendance at meetings. The aggregate
fees and expenses paid or payable by the Partnership to Messrs.
Ginsberg and Schroeder and Ms. Lantry totaled $9,000, $10,000 and
$11,093.32 respectively, for the fiscal year ended December 31, 1994.
INDIVIDUAL GENERAL PARTNER MEETINGS ANDN COMMITTEES
During 1994, the Partnership's Individual General Partners held a
total of four meetings. Mr. Ginsberg was unable to attend one
meeting. The Partnership does not have an audit committee, a
compensation committee, a nominating committee or any committee
performing similar functions.
PROPOSAL 2 -- ELECTION OF MANAGING GENERAL PARTNERS
At the Meeting, two Managing General Partners will be elected, each
to serve until its successor is elected and qualified or until its
earlier resignation or removal. It is the intention of the persons
named in the enclosed proxy, unless a contrary instruction is given,
to nominate and vote in favor of the election of the nominees
discussed below. The nominees discussed below have consented to
continue to serve as Managing General Partners.
Technology Funding Inc. is a California corporation formed in 1979.
Its address is 2000 Alameda de las Pulgas, Suite 250, San Mateo,
California 94403. In conjunction with TFL, TFI has organized and
managed 20 limited partnerships in addition to the Partnership. TFI
is a registered investment adviser under the Investment Advisers Act
of 1940. The backgrounds and experience of certain senior officers
of TFI are outlined in "Key Personnel of the Managing General
Partners" below. TFI currently employs approximately 50 persons,
including TFI's senior officers. TFI uses consultants and outside
counsel extensively to provide expertise in specific areas.
Technology Funding Ltd. is a California limited partnership formed in
1980. TFL is a registered investment adviser under the Investment
Advisers Act of 1940. TFL has 3 general partners and 17 limited
partners. Mr. Kokesh is the managing general partner of TFL. The
general partners of TFL are all officers of TFI; Messrs. Kokesh and
Pope are also directors of TFI.
VOTING INTEREST IN THE MANAGING GENERAL PARTNERS
TFL is the sole shareholder of TFI. Mr. Kokesh and Mr. Pope may be
deemed to be control persons of TFL. The following table sets forth
the voting interests of the general partners of TFL as of June 30,
1995.
TFL (1)
Charles R. Kokesh 6 votes
Frank R. Pope 2 votes
Gregory T. George 2 votes
(1) Under the TFL partnership agreement, all material decisions
require the vote of at least 75% of the voting interests. The
general partners' capital, profit and loss interests are flexible and
may vary from the voting percentages set forth above.
KEY PERSONNEL OF THE MANAGING GENERAL PARTNERS
Each of the following persons are affiliated persons of TFI and/or
TFL.
Charles R. Kokesh, 47, is President, Chief Executive Officer and
Chairman of TFI; and managing general partner of TFL. Prior to
forming Technology Funding in 1979, Mr. Kokesh was a Vice President
of Bank of America where he was responsible for Global Treasury
Management Services.
Frank R. Pope, 46, is Executive Vice President, Chief Financial
Officer, Secretary, and a Director of TFI; a general partner of TFL;
and Chairman and President of Technology Funding Securities
Corporation, the wholly-owned broker-dealer subsidiary of TFI.
Before joining Technology Funding in March 1981, he was a Tax Manager
with the accounting firm of Coopers & Lybrand.
Gregory T. George, 46, is a Group Vice President of TFI and a general
partner of TFL. From May 1983 to June 1986, Mr. George was an
independent management consultant specializing in the technical and
strategic analysis of venture-backed software companies.
Thomas J. Toy, 40, is a Group Vice President of TFI and a partner of
TFL. Prior to joining TFI in January 1987, Mr. Toy spent seven years
in various positions with Bank of America, most recently as a Vice
President in corporate lending.
Peter F. Bernardoni, 36, is a Vice President of TFI and a partner of
TFL. Prior to joining Technology Funding in February 1988, Mr.
Bernardoni served in several capacities with IBM.
PROPOSAL 3 -- SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At its meeting to be held on September 8, 1995, the Individual
General Partners of the Partnership expect to select the firm of KPMG
Peat Marwick ("Peat Marwick"), independent certified public
accountants, to examine the financial statements of the Partnership.
The Partnership knows of no direct or indirect financial interest of
such firm in the Partnership. Such appointment is subject to
ratification or rejection by the Limited Partners of the Partnership.
Unless a contrary specification is made, the accompanying proxy will
be voted in favor of ratifying the selection of such accountants.
Peat Marwick also acts as independent certified public accountants
for the Managing General Partners and substantially all of the other
Technology Funding partnerships and other Technology Funding
entities. The fees received by Peat Marwick from these other
entities are substantially greater, in the aggregate, than the total
fees received by it from the Partnership. The Individual General
Partners consider the fact that Peat Marwick has been retained as the
independent accountants for the Managing General Partners and the
other entities described above in their evaluation of the
independence of Peat Marwick with respect to the Partnership.
Representatives of Peat Marwick are not expected to be present at the
Meeting and therefore will not have the opportunity to respond to
questions from Limited Partners or to make a statement.
PROPOSAL 4 -- TRANSACT OTHER BUSINESS
The Individual General Partners do not presently intend to bring any
other business before the Meeting and, so far as it is known to the
Individual General Partners, no matters are to be brought before the
Meeting except as specified in the notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is
intended that proxies, in the form enclosed, will be voted in the
respect thereof in accordance with the judgment of the persons voting
such proxies.
LIMITED PARTNER PROPOSALS
A Limited Partner proposal for inclusion in a Partnership Proxy
Statement and Form of Proxy relating to a meeting of Limited Partners
must be received by the Managing General Partners by March 15 of the
calendar year in which inclusion of such proposal in the proxy
materials is sought by Limited Partners for a meeting of Limited
Partners to be held during that same calendar year. Mere submission
of a proposal, however, will not guarantee its inclusion in the proxy
materials, as other conditions, such as compliance with federal
regulations and the terms of the Partnership Agreement, must also be
met.
As the Partnership must receive proxies from more than 50% of the
outstanding Units, ALL Limited Partners are urged to complete, sign,
date and return the accompanying Proxy in the enclosed postage-paid
envelope. Your prompt attention to this matter will avoid costly
follow-up correspondence.
Thank you for your assistance.
<PAGE>
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
PROXY FOR ANNUAL MEETING OF LIMITED PARTNERS
September 8, 1995
The undersigned hereby appoints Charles R. Kokesh and Frank R.
Pope, or either of them, each with power of substitution, as proxies
to represent the undersigned at the Annual Meeting of Limited
Partners of Technology Funding Medical Partners I, L.P. (the
"Partnership") to be held at the Partnership's offices at 2000
Alameda de las Pulgas, Suite 250, San Mateo, California on September
8, 1995, at 2:30 p.m., and any adjournment thereof, and to vote the
number of Units of limited partnership interest in the Partnership
the undersigned would be entitled to vote if personally present on
the following matters:
1. ELECTION OF INDIVIDUAL GENERAL PARTNERS
FOR all nominees listed below [_____]
(except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below [____]
Nominees: Harold M. Ginsberg, M.D.,Selena A. Lantry, M.D.
Carroll J. Schroeder
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
_____________________________________________________
2. ELECTION OF MANAGING GENERAL PARTNERS
FOR all nominees listed below [_____]
(except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below [____]
Nominees: Technology Funding Inc.
Technology Funding Ltd.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
______________________________________________________
3. RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK as
independent certified public accountants of the
Partnership.
[____] FOR [____] AGAINST [____] ABSTAIN
4. In their discretion, upon such other business as may properly
come before the meeting or any adjournment thereof.
The Independent General Partners recommend a vote FOR all nominees
identified in proposals 1 and 2 above and FOR proposal 3 above. This
proxy is solicited on behalf of the Individual General Partners.
This proxy will be voted FOR all nominees in proposals 1 and 2 and
FOR proposal 3.
WILL YOU BE ATTENDING THE ANNUAL MEETING? [_] YES [_] NO
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear hereon.
2. If Units of limited partnership interest are held by two or more
persons, all of them should sign the proxy.
3. A proxy executed by a corporation should be signed in its name by
an authorized officer.
4. Executors, administrators, trustees and partners should so
indicate when signing.
Dated: ____________________, 1995
Signature(s)____________________________________
____________________________________
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE
UNITED STATES.
