SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)(1)
CARDIAC PATHWAYS CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.001 per Share
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(Title of Class of Securities)
0001012367
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(CUSIP Number)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 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 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
--------
1 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 th purpose of Section 18 of the Securities
Exchange Act of 1934 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. 0001012367 Page 1 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BankAmerica Ventures
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
2,378,942
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
2,378,942
---------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,378,942 - See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% - See Item 5
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 1 of 17
<PAGE>
CUSIP No. 0001012367 Page 2 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BA Venture Partners V
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
419,813
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
419,813
---------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,813 - See Item 5
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% - See Item 5
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 17
<PAGE>
CUSIP No. 0001012367 Page 3 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter & Co
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,790,035
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,790,035
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,790,035 - See Item 5
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7% - See Item 5
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 17
<PAGE>
CUSIP No. 0001012367 Page 4 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners III, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,768,235
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,768,235
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,768,235 - See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% - See Item 5
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 17
<PAGE>
CUSIP No. 0001012367 Page 5 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital III, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,768,235
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,768,235
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,768,235 - See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% - See Item 5
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 17
<PAGE>
CUSIP No. 0001012367 Page 6 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,428,517
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,428,517
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,517 - See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2% - See Item 5
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 17
<PAGE>
CUSIP No. 0001012367 Page 7 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Investors III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 233,199
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
233,199
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,199 - See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% - See Item 5
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14 TYPE OF REPORTING PERSON*
PN
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 17
<PAGE>
CUSIP No. 0001012367 Page 8 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 106,519
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
106,519
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,519 - See Item 5
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% - See Item 5
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 17
<PAGE>
CUSIP No. 0001012367 Page 9 of 17 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter Equity Funding, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 21,800
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER
21,800
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,800 - See Item 5
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% - See Item 5
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 17
<PAGE>
Unless indicated as otherwise, all items left blank remain unchanged and
any items which are reported are deemed to replace the existing items in
Amendment 1 to the original Schedule 13D. All defined terms shall have the same
meaning as previously ascribed to them in Amendment 1 to the original Schedule
13D, unless otherwise noted.
Item 1. Security and Issuer.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"):
(1) BankAmerica Ventures, a California corporation;
(2) BA Venture Partners V, a Delaware partnership;
(3) Morgan Stanley Dean Witter & Co., a Delaware corporation ("MSDW");
(4) Morgan Stanley Venture Partners III, L.L.C., a Delaware limited
liability company ("MSVP III, L.L.C.");
(5) Morgan Stanley Venture Capital III, Inc., a Delaware corporation
("MSVC III, Inc.");
(6) Morgan Stanley Venture Partners III, L.P., a Delaware limited
partnership ("MSVP III, L.P.");
(7) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P., a
Delaware limited partnership (the "Entrepreneur Fund");
(8) Morgan Stanley Venture Investors III, L.P., a Delaware limited
partnership ("MSVI III, L.P., and together with MSVP III, L.P. and the
Entrepreneur Fund, L.P., the "MSDW Funds"); and
(9) Morgan Stanley Dean Witter Equity Funding, Inc., a Delaware
corporation ("MSDWEF, Inc.").
BankAmerica Ventures is a wholly owned subsidiary of Bank of America,
National Association, a national banking association existing under the laws of
the United States of America ("BANA"). BA Venture Partners V is a Delaware
partnership.
The general partner of each of the MSDW Funds is MSVP III, L.L.C. The
institutional managing member of MSVP III, L.L.C. is MSVC III, Inc., a wholly
owned subsidiary of MSDW.
MSDWEF, Inc. is a wholly owned subsidiary of MSDW.
(b) The address of the principal business and offices of BankAmerica
Ventures and BA Venture Partners V is 950 Tower Lane, Suite 700, Foster City,
CA 94404. The address of the principal business and offices of BANA is 101 S.
Tryon Street, Charlotte, North Carolina 28255.
The address of the principal business and offices of the MSDW Funds, MSVC
III, Inc. and MSVP III, L.L.C. is 1221 Avenue of the Americas, New York, New
York 10020.
The address of the principal business and offices of MSDW and MSDWEF, Inc.
is 1585 Broadway, New York, New York 10036.
(c) Not applicable.
Page 10 of 17
<PAGE>
(d) None of the Reporting Persons nor, to the knowledge of the Reporting
Persons, any of the other persons listed on Schedules A, B, C, D and E attached
hereto has been convicted in a criminal proceeding in the past five years
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of the other persons listed on
Schedules A, B, C, D and E attached hereto was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which such person was or is 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.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
The following additional paragraphs are added after the last paragraph of
Item 3 of Amendment 1 to the original Schedule 13D:
MSDWEF, Inc. is the owner of 100 shares of Series B Preferred., which are
currently convertible at the option of the holder into 21,800 shares of Common
Stock. MSDWEF, Inc. received these shares of Series B Preferred from the MSDW
Funds as payment of a finder's fee in respect of the Series B Financing.
Pursuant to the Stock Purchase Agreement (defined below), BankAmerica
Ventures purchased 500,000 shares of Common Stock. As a result of the
acquisition, BankAmerica Ventures beneficially owns an additional 500,000 shares
of Common Stock for the purpose of Rule 13d-5(b)(1) and Rule 13d-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"). The aggregate
purchase price for such shares was $2,125,000. BankAmerica Ventures's capital
available for investment was the source of the funds for the purchase of such
shares.
Pursuant to the Stock Purchase Agreement, BA Venture Partners V purchased
88,235 shares of Common Stock. As a result of the acquisition, BA Venture
Partners V beneficially owns an additional 88,235 shares of Common Stock for the
purpose of Rule 13d-5(b)(1) and Rule 13d-3 promulgated under the Exchange Act.
The aggregate purchase price for such shares was $375,000. BA Venture Partners
V's capital available for investment was the source of the funds for the
purchase of such shares.
Pursuant to the Stock Purchase Agreement, the MSDW Funds purchased 588,235
shares of Common Stock. As a result of the acquisition, the MSDW Funds
beneficially own an additional 588,235 shares of Common Stock for the purpose
of Rule 13d-5(b)(1) and Rule 13d-3 promulgated under the Exchange Act. The
aggregate purchase price for such shares was $2,500,000. The MSDW Funds'
capital available for investment was the source of the funds for the purchase
of such shares.
Item 4. Purpose of Transaction.
The following additional paragraphs are added after the last paragraph of
Item 4 of Amendment 1 to the original Schedule 13D:
On November 7, 2000, in order to raise additional capital, the Company
entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement"),
filed as Exhibit 10 hereto, with Van Wagoner Funds, Van Wagoner Capital
Partners, L.P., Van Wagoner Crossover Fund, L.P., BankAmerica Ventures, BA
Venture Partners V, State of Wisconsin Investment Board, Special Situations
Private Equity Fund, L.P., MSVP III, L.P., MSVI III, L.P., the Entrepreneur
Fund, Faria Fund Ltd., Trellis Health Ventures, L.P. and Fogarty Family
Revocable Trust (collectively, the "Purchasers") to sell up to 5,882,353 shares
of Common Stock at a purchase price of $4.25 per share to the Purchasers. The
closing under the Stock Purchase Agreement occurred on December 20, 2000. The
issuance and sale of shares pursuant to the Stock Purchase Agreement is referred
to herein as the "Financing".
Page 11 of 17
<PAGE>
Pursuant to the terms of the Registration Rights Agreement dated as of
November 3, 2000 among the Company and the Purchasers (attached as Exhibit A to
Exhibit 10), the Company agreed, within 30 days from the date of the closing
under the Stock Purchase Agreement, to prepare and file a registration
statement with the Securities and Exchange Commission on Form S-3 (the
"Registration Statement") pursuant to the Securities Act of 1933 (the
"Securities Act") with respect to the shares sold to the Purchasers under the
Stock Purchase Agreement. The Company agreed to use its best efforts to cause
the Registration Statement to become effective as soon as practicable after
filing. The Company is required to keep the Registration Statement effective
until the earlier of: (i) 2 years from the effective date of the Registration
Statement, subject to extension in some circumstances; (ii) such time as all
the shares offered by the Registration Statement may be sold by the Purchasers
within a three month period without volume limitation subject to Rule 144 of
the Securities Act, or (iii) such time as the Purchasers have sold all shares
offered by the Registration Statement.
Pursuant to a series of Waivers of Participation and Registration Rights
("Waiver") between the Company and the holders of shares of Series B Preferred
and the holders of shares of Common Stock issued upon conversion of the shares
of Series B Preferred (the "Series B Holders"), dated as of December 20, 2000,
the Series B Holders agreed (a) pursuant to Section 10(c) of the Purchase
Agreement, to waive the participation rights provided to them pursuant to
Section 8(c) of the Purchase Agreement, and (b) pursuant to Section 9(c) of the
Rights Agreement, to waive any and all registration rights and any and all
notice requirements with respect to the Registration Statement of the Company to
be filed on Form S-3 pursuant to the Securities Act.
Item 5. Interest in Securities of the Issuer.
(a) For the purposes of Rule 13d-3 promulgated under the Exchange Act,
BankAmerica Ventures may be deemed to beneficially own 2,378,942 shares of
Common Stock, or approximately 15.9% of the outstanding shares of Common Stock
immediately following the closing of the Financing, which includes 8,500 shares
of Series B Preferred, which shares are convertible at the option of the holder
into 1,853,000 shares of Common Stock, warrants to purchase 119 shares of Series
B Preferred, which shares are convertible at the option of the holder into
25,942 shares of Common Stock, and 500,000 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, BA
Venture Partners V may be deemed to beneficially own 419,813 shares of Common
Stock, or approximately 2.8% of the outstanding shares of Common Stock
immediately following the closing of the Financing, which includes 1,500 shares
of Series B Preferred, which shares are convertible at the option of the holder
into 327,000 shares of Common Stock, warrants to purchase 21 shares of Series B
Preferred, which shares are convertible at the option of the holder into 4,578
shares of Common Stock, and 88,235 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDW
may be deemed to beneficially own 2,790,035 shares of Common Stock, or
approximately 18.7% of the outstanding shares of Common Stock immediately
following the closing of the Financing, which includes 10,000 shares of Series
B Preferred, which shares are convertible at the option of the holder into
2,180,000 shares of Common Stock, warrants to purchase 100 shares of Series B
Preferred, which shares are convertible at the option of the holder into 21,800
shares of Common Stock, and 588,235 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSVP
III, L.L.C. and MSVC III, Inc. may be deemed to beneficially own 2,768,235
shares of Common Stock, or approximately 18.5% of the outstanding shares of
Common Stock immediately following the closing of the Financing, which includes
9,900 shares of Series B Preferred, which shares are convertible at the option
of the holder into 2,158,200 shares of Common Stock, warrants to purchase 100
shares of Series B Preferred, which shares are convertible at the option of the
holder into 21,800 shares of Common Stock, and 588,235 shares of Common Stock.
Page 12 of 17
<PAGE>
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSVP
III, L.P. may be deemed to beneficially own 2,428,517 shares of Common Stock,
or approximately 16.2% of the outstanding shares of Common Stock immediately
following the closing of the Financing, which includes 8,685 shares of Series B
Preferred, which shares are convertible at the option of the holder into
1,893,330 shares of Common Stock, warrants to purchase 87.7305 shares of Series
B Preferred, which shares are convertible into 19,125 shares of Common Stock,
and 516,062 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSVI
III, L.P. may be deemed to beneficially own 233,199 shares of Common Stock, or
approximately 1.6% of the outstanding shares of Common Stock immediately
following the closing of the Financing, which includes 834 shares of the Series
B Preferred, which shares are convertible at the option of the holder into
181,812 shares of Common Stock, warrants to purchase 8.4237 shares of Series A
Preferred, which shares are convertible at the option of the holder into 1,836
shares of Common Stock, and 49,551 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, the
Entrepreneur Fund may be deemed to beneficially own 106,519 shares of Common
Stock, or approximately 0.7% of the outstanding shares of Common Stock
immediately following the closing of the Financing, which includes 381 shares
of the Series B Preferred, which shares are convertible at the option of the
holder into 83,058 shares of Common Stock, warrants to purchase 3.8458 shares
of Series A Preferred, which shares are convertible at the option of the holder
into 839 shares of Common Stock, and 22,622 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDWEF,
Inc. may be deemed to beneficially own 21,800 shares of Common Stock, or
approximately 0.1% of the outstanding shares of Common Stock immediately
following the close of the Financing, which includes 100 shares of the
Series B Preferred, which shares are convertible at the option of the holder
into 21,800 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, Van
Wagoner Capital Management, Inc. may be deemed to beneficially own 4,619,412
shares of Common Stock, or approximately 30.9% of the outstanding shares of
Common Stock immediately following the closing of the Financing, which includes
5,000 shares of the Series B Preferred, which shares are convertible at the
option of the holder into 1,090,000 shares of Common Stock, and 3,529,412
shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, State
of Wisconsin Investment Board may be deemed to beneficially own 2,260,315
shares of Common Stock, or approximately 15.1% of the outstanding shares of
Common Stock immediately following the closing of the Financing, which includes
6,000 shares of the Series B Preferred, which shares are convertible at the
option of the holder into 1,308,000 shares of Common Stock, a warrant to
purchase 60 shares of Series B Preferred, which shares are convertible at the
option of the holder into 13,080 shares of Common Stock, and 939,235 shares of
Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, Special
Situations Private Equity Fund, L.P. may be deemed to beneficially own 582,888
shares of Common Stock, or approximately 3.9% of the outstanding shares of
Common Stock immediately following the closing of the Financing.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, Faria
Funds may be deemed to beneficially own 47,059 shares of Common Stock, or
approximately 0.3% of the outstanding shares of Common Stock immediately
following the closing of the Financing.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, Fogarty
Family Revocable Trust may be deemed to beneficially own 132,529 shares of
Common Stock, or approximately 0.9% of the outstanding shares of Common Stock
immediately following the closing of the Financing, which includes 500 shares
of the Series B Preferred, which shares are convertible at the option of the
holder into 109,000 shares of Common Stock, and 23,529 shares of Common Stock.
Page 13 of 17
<PAGE>
For the purposes of Rule 13d-3 promulgated under the Exchange Act, Trellis
Health Ventures, L.P. may be deemed to beneficially own 132,529 shares of
Common Stock, or approximately 0.9% of the outstanding shares of Common Stock
immediately following the closing of the Financing, which includes 500 shares
of the Series B Preferred, which shares are convertible at the option of the
holder into 109,000 shares of Common Stock, and 23,529 shares of Common Stock.
For the purposes of Rule 13d-3 promulgated under the Exchange Act,
BankAmerica Ventures, BA Venture Partners V, MSDW, MSVP III, L.L.C., MSVC III,
Inc., the MSDW Funds, MSDWEF, Inc., Van Wagoner Capital Management, Inc., State
of Wisconsin Investment Board, Special Situations Private Equity Fund, L.P.,
Faria Funds Ltd., Fogarty Family Revocable Trust, and Trellis Health Ventures,
L.P. may be deemed to beneficially own an aggregate of 13,363,522 shares of
Common Stock, or approximately 89.4% of the outstanding shares of Common Stock
immediately following the closing of the Financing.
The Reporting Persons do not affirm the existence of a group and are
filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under
the Exchange Act.
(b) BankAmerica Ventures has the power to direct the disposition of and
vote of the shares of Series B Preferred and shares of Common Stock held by it.
By virtue of the relationship previously reported under Item 2 of this
statement, BANA may be deemed to have indirect beneficial ownership of the
shares of Series B Preferred and the shares of Common Stock owned by
BankAmerica Ventures. BANA disclaims any beneficial ownership that it may be
deemed to have as a result of BankAmerica Ventures' ownership of the shares of
Series B Preferred and the shares of Common Stock.
The general partners of BA Venture Partners V have the power to direct the
disposition of and vote of the shares of Common Stock held by BA Venture
Partners V.
By virtue of the relationship previously reported under Item 2 of this
statement, each of MSDW, MSVC III, Inc. and MSVP III L.L.C. may be deemed to
have shared voting and dispositive power with respect to the shares of Series B
Preferred and shares of Common Stock owned by the MSDW Funds.
By virtue of the relationship previously reported under Item 2 of this
statement, MSDW may be deemed to have shared voting and dispositive power with
respect to the shares of Series B Preferred held by MSDWEF, Inc.
(c) None of the Reporting Persons has effected any transaction in the
Common Stock during the past 60 days; the Reporting Persons have no information
whether or not any other person listed in Item 5 (a) above has effected any
such transaction.
(d) These additional paragraphs are inserted after the last paragraph of
Item 5(d) of Amendment 1 to the original Schedule 13D:
BA Venture Partners V is entitled to receive dividends declared on its
shares of Series B Preferred and proceeds from the sale of the shares of
Common Stock into which such shares are convertible.
By virtue of the relationship described in Item 2 of this statement, MSDW
may be deemed to have voting and dispositive power with respect to the shares
of Series B Preferred owned by MSDWEF, Inc.
BankAmerica Ventures, BA Venture Partners V, the MSDW Funds, and MSDWEF,
Inc. each shall be entitled to receive dividends declared on their respective
shares of Common Stock and proceeds from the sale of the shares of Common Stock.
By virtue of the relationships described in Item 2 of this statement, BANA
may be deemed to have the power to direct the receipt of dividends declared on
the shares of Common Stock held by BankAmerica Ventures and the proceeds from
the sale of the shares of Common Stock; each of MSDW, MSVC III, Inc. and MSVP
III, L.L.C. may be deemed to have the power to direct the receipt of dividends
declared on
Page 14 of 17
<PAGE>
the shares of Common Stock held by the MSDW Funds and the proceeds from the
sale of the shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See response to Item 4.
The following sentence is added after Item 6(vii) of Amendment 1 to the
original Schedule 13D:
(ix) Cardiac Pathways Corporation Common Stock Purchase Agreement dated as
of November 7, 2000.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement
Exhibit 2: Cardiac Pathways Corporation Securities Purchase Agreement+
Exhibit 3: Cardiac Pathways Corporation Form of Senior Convertible
Floating Rate Bridge Note+
Exhibit 4: Cardiac Pathways Corporation Security Agreement+
Exhibit 5: Form of Cardiac Pathways Corporation Warrants for The Purchase
of Shares of Preferred Stock of Cardiac Pathways Corporation+
Exhibit 6: Cardiac Pathways Corporation Series B Convertible Preferred
Stock Purchase Agreement#
Exhibit 7: Cardiac Pathways Corporation Form of Voting Agreement+
Exhibit 8: Cardiac Pathways Corporation Form of Certificate of
Designation+
Exhibit 9: Cardiac Pathways Corporation Registration Rights Agreement+
Exhibit 10: Cardiac Pathways Corporation Common Stock Purchase Agreement
+ Previously filed as an exhibit to the Company's report on Schedule 13D filed
June 8, 1999.
# Previously filed as an exhibit to the Company's report on Schedule 13D filed
August 3, 1999.
Page 15 of 17
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 29, 2000
BANKAMERICA VENTURES
By: /s/ Mark Brooks
--------------------------------
Name: Mark Brooks
Title: Principal
BA VENTURE PARTNERS V
By: /s/ Mark Brooks
--------------------------------
Name: Mark Brooks
Title: General Partner
MORGAN STANLEY VENTURE CAPITAL
III, INC.
By: /s/ Debra Abramovitz
--------------------------------
Name: Debra Abramovitz
Title: Vice President
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Peter Vogelsang
--------------------------------
Name: Peter Vogelsang
Title: Authorized Signatory
MORGAN STANLEY VENTURE PARTNERS
III, L.L.C.
By: Morgan Stanley Venture Capital
III, Inc., as Institutional
Managing Member
By: /s/ Debra Abramovitz
--------------------------------
Name: Debra Abramovitz
Title: Vice President
Page 16 of 17
<PAGE>
MORGAN STANLEY VENTURE PARTNERS
III, L.P.
By: Morgan Stanley Venture
Partners III, L.L.C.,
as General Partner
By: Morgan Stanley Venture Capital
III, Inc., as Institutional
Managing Member
By: /s/ Debra Abramovitz
--------------------------------
Name: Debra Abramovitz
Title: Vice President
MORGAN STANLEY VENTURE INVESTORS
III, L.P.
By: Morgan Stanley Venture
Partners III, L.L.C.,
as General Partner
By: Morgan Stanley Venture Capital
III, Inc., as Institutional
Managing Member
By: /s/ Debra Abramovitz
--------------------------------
Name: Debra Abramovitz
Title: Vice President
THE MORGAN STANLEY VENTURE PARTNERS
ENTREPRENEUR FUND, L.P.
By: Morgan Stanley Venture
Partners III, L.L.C.,
as General Partner
By: Morgan Stanley Venture Capital
III, Inc., as Institutional
Managing Member
By: /s/ Debra Abramovitz
--------------------------------
Name: Debra Abramovitz
Title: Vice President
MORGAN STANLEY DEAN WITTER EQUITY
FUNDING, INC.
By: /s/ Martin M. Cohen
--------------------------------
Name: Martin M. Cohen
Title: Vice President and
Secretary
Page 17 of 17
<PAGE>
SCHEDULE A
Executive Officers and Directors
of
BankAmerica Ventures
The names of the Directors and the names and titles of the Executive
Officers of BankAmerica Ventures are set forth below. The principal business
address of each Director and Executive Officer is BankAmerica Ventures, 950
Tower Lane, Suite 700, Foster City, California 94404.
Directors
---------
Edward J. McCaffrey
James D. Murphy
Michael J. Murray
Terry E. Perucca
Philip Greer, Advisory Director
Officers
--------
Michael J. Murray Chairman of the Board
Terry E. Perucca Vice Chairman of the Board
James D. Murphy President and Managing Director
Anchie Y. Kuo Managing Director
Jess R. Marzak Managing Director
M. Ann O'Brien Managing Director
Charles R. Conradi Senior Vice President and Tax Officer
David R. Smith Senior Vice President and Tax Officer
Gary S. Williams Senior Vice President and Tax Officer
William B. Franklin Controller and Assistant Treasurer
Kate D. Mitchell Principal
Rory O'Driscoll Principal
Robert M. Obuch Principal
George E. Rossmann Principal
Erick C. Christensen Vice President
Susan M. Lum Vice President and Tax Officer
Duane L. Smith Vice President and Tax Officer
Edward J. McCaffrey Treasurer and Chief Investment Officer
Edward J. Stark Secretary
Robert S. Fore Assistant Secretary
Hayley J. Hoad Assistant Secretary
Marlene A. Sharland Assistant Secretary
Christine M. Sokitch Assistant Secretary
Nina Tai Assistant Secretary
Rick M. Wacula Assistant Secretary
J. Darrell Nolan Assistant Secretary
Stephen E. Sudhoff Assistant Secretary
Gerald W. Howard Compliance Officer
Louis C. Bock Associate
Mark J. Brooks Principal
John R. Dougery, Jr. Associate
Renee M. Ansbro Assistant Controller
Michael J. Hornig Assistant Controller
<PAGE>
SCHEDULE B
Executive Officers and Directors
of
Bank of America, National Association
The names of the Directors and the names and titles of the Executive
Officers of Bank of America, National Association are set forth below. The
principal business address of each Director and Executive Officer is Bank of
America, National Association, 101 S. Tryon Street, Charlotte, North Carolina
28255.
Director Name
-------- ----
Chairman Hugh L. McColl, Jr.
Director James H. Hance, Jr.
Kenneth D. Lewis
Michael John Murray
F. William Wandiver, Jr.
Officer Name
------- ----
Chairman of the Board Hugh L. McColl, Jr.
Chief Executive Officer Hugh L. McColl, Jr.
Vice Chairman James H. Hance, Jr.
President Michael John Murray
Executive Vice President James W. Kiser
Group Executive Vice President Raymond R. Peters
Executive Vice President Paul J. Polking
Corporate Counsel James W. Kiser
General Counsel Paul J. Polking
Chief Financial Officer James H. Hance, Jr.
General Auditor Joe L. Price
Secretary James W. Kiser
Assistant Secretary Marlene Sharland
Christine M. Sokitch
Nina Tai
Rick M. Wacula
Cashier Raymond R. Pews
Treasurer Raymond R. Peters
Risk Management Executive Joe L. Price
F. William Vandiver, Jr.
Managing Director Michael John Murray
President, Consumer & Commercial Banking Kenneth D. Lewis
President, Global Corporate & Investment Michael John Murray
Banking
<PAGE>
SCHEDULE C
Executive Officers and Directors
of
Morgan Stanley Venture Capital III, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Morgan Stanley Morgan Stanley Venture Capital III, Inc. ("MSVC III
Inc.") are set forth below. The principal occupation for each of the persons
listed below is Managing Director or other officer of Morgan Stanley & Co.
Incorporated. If no address is given, the Director's or Executive Officer's
business address is that of Morgan Stanley & Co. Incorporated at 1221 Avenue of
the Americas, New York, New York 10020. Unless otherwise indicated, each title
set forth opposite an individual's name refers to MSVC III Inc. and each
individual is a United States citizen.
Name, Business Address Executive Officer Title
---------------------- -----------------------
*Alan Goldberg Managing Director
*Guy Louis deChazal Chairman and Chief Executive Director
*John Ehrenkranz None
*William James Harding Vice President
*Robert John Loarie Vice President
*Mian Fazle Husain Vice President
*Scott Halsted Vice President
Debra Eve Abramovitz Vice President and Treasurer
Kenneth Clifford Vice President and Chief Financial Officer
-----------------
* Director
<PAGE>
SCHEDULE D
Executive Officers and Directors
of
Morgan Stanley Dean Witter Equity Funding, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Morgan Stanley Dean Witter Equity Funding, Inc. ("MSDWEF, Inc.")
and their business addresses and principal occupations are set forth below. If
no address is given, the Director's or Executive Officer's business address is
that of Morgan Stanley Dean Witter & Co., 1585 Broadway, New York, New York
10036. Unless otherwise indicated, each title set forth opposite an
individual's name refers to MSDWEF, Inc., and each individual is a United
States citizen.
Name, Business Address Executive Officer Title
---------------------- -----------------------
*Stephen R. Munger Chairman and President
*Mary G. Meeker Vice President
*James L. Liang Vice President
*Ruth M. Porat Vice President
Alexander C. Frank Treasurer
-----------------
* Director
<PAGE>
SCHEDULE E
Executive Officers and Directors
of
Morgan Stanley Dean Witter & Co.
The names of the Directors and the names and titles of the Executive
Officers of Morgan Stanley Dean Witter & Co. ("MSDW") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of MSDW
at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to MSDW and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Philip J. Purcell Chairman of the Board and Chief
Executive Officer
* John J. Mack President and Chief Operating Officer
* Robert P. Bauman Retired; former Chief Executive Officer
British Aerospace plc of Smithkline Beecham plc
1 Brewers Green
Buckingham Gate
London SW1H ORH
* Edward A. Brennan Retired; former Chairman of the Board,
President and Chief Executive Officer
of Sears
* C. Robert Kidder Chairman of the Board and Chief
Borden Inc. Executive Officer of Borden, Inc.
180 East Broad Street
Colombus, OH 43215
* Miles L. Marsh Chairman of the Board and Chief
James River Corporation Executive Officer of Fort James
800 Connecticut Avenue Corporation
Riverpark
Norwalk, CT 06856
* Michael A. Miles Special Limited Partner of Forstmann
1350 Lake Road Little & Co.
Lake Forest, IL 60045
* Charles F. Knight Chief Executive Officer of Emerson
Electric Co.
* Clarence B. Rogers, Jr. Retired; former Chairman of the Board
Equifax, Inc. and Chief Executive Officer of Equifax,
1600 Peachtree Street, N.W. Inc.
Atlanta, GA 30309
* Laura D'Andrea Tyson Dean of the Walter A. Haas School of
Haas School of Business Business at the University of
Room S545 California, Berkeley
Berkeley, CA 94720-1900
Richard M. DeMartini Head of International Private Client
Group
<PAGE>
Kenneth M. deRegt Head of Worldwide Fixed Income Group
James F. Higgins Head of Private Client Group
Peter F. Karches Head of Institutional Securities Group
Donald G. Kempf, Jr. Executive Vice President, Chief Legal
Officer and Secretary
Mitchell M. Merin President and Chief Operating Officer
of the Asset Management Group
David W. Nelms President and Chief Operating Officer
of Discover Financial Services
Stephan F. Newhouse Deputy Head of Institutional Securities
Group
Vikram S. Pandit Head of Worldwide Institutional
Equities Group
Joseph R. Perella Head of Worldwide Investment Banking
Group
John H. Schaefer Executive Vice President and Chief
Strategic and Administrative Officer
Robert G. Scott Executive Vice President and Chief
Financial Officer
Sir David A. Walker Head of European Business
--------------
* Director
