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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )*
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CONCEPTUS, INC.
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(Name of Issuer)
COMMON STOCK, $.003 PAR VALUE
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(Title of Class of Securities)
206016107
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(CUSIP Number)
December 31, 1998
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(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 of 11 pages
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ITEM 1.
(a) Name of Issuer
Conceptus, Inc.
(b) Address of Issuer's Principal Executive Offices
1021 Howard Avenue, San Carlos, CA 94070.
ITEM 2.
(a) Name of Persons Filing:
Chemicals and Materials Enterprise Associates, Limited
Partnership ("CMEA"), New Enterprise Associates V, Limited
Partnership ("NEA V") (collectively, the "Funds"); NEA
Chemicals and Materials Partners, Limited Partnership
("CMEA Partners"), which is a general partner of CMEA, NEA
Partners V, Limited Partnership ("NEA Partners V"), which
is the sole general partner of NEA V, and NEA ONSET
Partners ("ONSET Partners") (collectively, the GPLPs");
Cornelius C. Bond, Jr. ("Bond"), Nancy L. Dorman
("Dorman"), C. Richard Kramlich ("Kramlich"), Arthur J.
Marks ("Marks"), Thomas C. McConnell ("McConnell") and
Charles W. Newhall III ("Newhall") (the "General
Partners"). The General Partners are individual general
partners of CMEA Partners and ONSET Partners. Dorman,
Kramlich, Marks, McConnell and Newhall are individual
general partners of NEA Partners V. The persons named in
this paragraph are referred to individually herein as a
"Reporting Person" and collectively as the "Reporting
Persons."
(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of CMEA
Partners, NEA V, NEA Partners V, ONSET Partners, Dorman,
Marks and Newhall is New Enterprise Associates,
1119 St. Paul Street, Baltimore, Maryland 21202.
The address of the principal business office of Bond,
Kramlich and McConnell is New Enterprise Associates,
2490 Sand Hill Road, Menlo Park, California 94025.
The address of the principal business office of CMEA is
235 Montgomery Street, Suite 920, San Francisco, CA 94104.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
CMEA is the record owner of 91,112 shares of Common Stock
as of December 31, 1998 (the "CMEA Shares"). NEA V is the
record owner of 450,980 shares of Common Stock as of
December 31, 1998 (the "NEA V Shares"). ONSET Partners is
an indirect general partner of ONSET Enterprise Associates,
L.P. ("ONSET"), and ONSET is the record owner of 417,647
shares of Common Stock as of December 31, 1998 (the "ONSET
Shares"). As a general partner of CMEA, CMEA Partners may
be deemed to own beneficially the CMEA Shares. As the sole
general partner of NEA V, NEA Partners V may be deemed to
own beneficially the NEA V Shares. As an indirect general
partner of ONSET, ONSET Partners may be deemed to own
beneficially the ONSET Shares. By virtue of their
relationship as affiliated limited partnerships, certain of
whose general partners share some of the same individual
general partners, each of CMEA and NEA V, their general
partners, CMEA Partners and NEA Partners V, respectively,
and ONSET Partners may be deemed to own beneficially the
CMEA Shares, the NEA V Shares and the ONSET Shares, for a
total of 959,739 shares (the "Record Shares").
As a general partner of CMEA Partners, which is a general
partner of CMEA, and ONSET Partners, which is an indirect
general partner of ONSET, Bond may be deemed to own
beneficially the CMEA Shares and the ONSET Shares, for a
total of
Page 2 of 11 pages
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508,759 shares. As a general partner of CMEA Partners, which
is a general partner of CMEA, NEA Partners V, the sole
general partner of NEA V, and ONSET Partners, which is an
indirect general partner of ONSET, Newhall may be deemed to
own beneficially the Record Shares. Dorman is the record
owner of 2,402 shares as of December 31, 1998. As a general
partner of CMEA Partners, which is a general partner of
CMEA, NEA Partners V, the sole general partner of NEA V,
and ONSET Partners, which is an indirect general partner of
ONSET, Dorman may be deemed to own beneficially the Record
Shares and the 2,402 shares, for a total of 962,141 shares.
Kramlich is the record owner of 8,107 shares as of December
31, 1998. As a general partner of CMEA Partners, which is a
general partner of CMEA, NEA Partners V, the sole general
partner of NEA V, and ONSET Partners, which is an indirect
general partner of ONSET, Kramlich may be deemed to own
beneficially the Record Shares and the 8,107 shares, for a
total of 967,846 shares. Marks is the record owner of 6,753
shares as of December 31, 1998. As a general partner of
CMEA Partners, which is a general partner of CMEA, NEA
Partners V, the sole general partner of NEA V, and ONSET
Partners, which is an indirect general partner of ONSET,
Marks may be deemed to own beneficially the Record Shares
and the 6,753 shares, for a total of 966,492 shares.
McConnell is the record owner of 5,099 shares as of
December 31, 1998 and holds options to purchase an
additional 11,250 shares, which options are exercisable
within 60 days after December 31, 1998, for a total of
16,349 shares. As a general partner of CMEA Partners, which
is a general partner of CMEA, NEA Partners V, the sole
general partner of NEA V, and ONSET Partners, which is an
indirect general partner of ONSET, McConnell may be deemed
to own beneficially the Record Shares and the 16,349
shares, for a total of 976,088 shares.
(b) Percent of Class:
CMEA, CMEA Partners, NEA V, NEA Partners V, ONSET Partners,
Newhall and Dorman: 10.0%. Bond: 5.3%. Kramlich, Marks and
McConnell: 10.1%. The foregoing percentages are calculated
based on the 9,613,937 shares of Common Stock reported to
be outstanding in the Quarterly Report on Form 10-Q of
Conceptus, Inc. for the quarter ended September 30, 1998, as
adjusted pursuant to Rule 13d-3(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of
CMEA, CMEA Partners, NEA V, NEA Partners V, ONSET
Partners, Bond, and Newhall. 2,402 shares for Dorman.
8,107 shares for Kramlich. 6,753 shares for Marks.
16,349 shares for McConnell.
(ii) shared power to vote or to direct the vote: 959,739
shares for each Reporting Person other than Bond.
508,759 shares for Bond.
(iii) sole power to dispose or to direct the disposition of:
0 shares for CMEA, CMEA Partners, NEA V, NEA Partners
V, ONSET Partners, Bond, and Newhall. 2,402 shares for
Dorman. 8,107 shares for Kramlich. 6,753 shares for
Marks. 16,349 shares for McConnell.
(iv) shared power to dispose or to direct the disposition
of: 959,739 shares for each Reporting Person other
than Bond. 508,759 shares for Bond.
Page 3 of 11 pages
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Each Reporting Person expressly disclaims beneficial
ownership of any shares of Common Stock of Conceptus, Inc.,
except for the shares, if any, that such Reporting Person
owns of record.
ITEM 5. Ownership of Five Percent or Less of a Class
Not applicable.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 10, 1998
AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK
OF CONCEPTUS, INC. REMAIN UNCHANGED.
page 4 of 11 pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date February 10, 1999
CHEMICALS AND MATERIALS ENTERPRISE ASSOCIATES, LIMITED PARTNERSHIP
By: NEA Chemicals and Materials Partners, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA CHEMICALS AND MATERIALS PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: NEA Partners V, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA ONSET PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Cornelius C. Bond, Jr.
Page 5 of 11 pages
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*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
*
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Charles W. Newhall III
* /s/ Nancy L. Dorman
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Nancy L. Dorman
on her own behalf and as Attorney-in-Fact
* This Schedule 13G was executed by Nancy L. Dorman pursuant to a Power of
Attorney filed with the Securities and Exchange Commission on February 13,
1992 in connection with a Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference and is
attached hereto as Exhibit 2.
Page 6 of 11 pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of Conceptus,
Inc.
EXECUTED as a sealed instrument this 10th day of February, 1999.
CHEMICALS AND MATERIALS ENTERPRISE ASSOCIATES, LIMITED PARTNERSHIP
By: NEA Chemicals and Materials Partners, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA CHEMICALS AND MATERIALS PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: NEA Partners V, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA ONSET PARTNERS, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
Page 7 of 11 pages
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*
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Cornelius C. Bond, Jr.
*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
*
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Charles W. Newhall III
* /s/ Nancy L. Dorman
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Nancy L. Dorman
on her own behalf and as Attorney-in-Fact
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* This Agreement was executed by Nancy L. Dorman pursuant to a Power of
Attorney filed with the Securities and Exchange Commission on February 13,
1992 in connection with a Schedule 13G for Advanced Interventional Systems
Inc., which Power of Attorney is incorporated herein by reference and is
attached hereto as Exhibit 2.
Page 8 of 11 pages
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall
III, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the By-laws of the National
Association of Securities Dealers, Inc., granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd
day of April, 1991.
/s/ Raymond L. Bank
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Raymond L. Bank
/s/ Thomas R. Baruch
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Thomas R. Baruch
/s/ Cornelius C. Bond, Jr.
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Cornelius C. Bond, Jr.
/s/ Frank A. Bonsal, Jr.
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Frank A. Bonsal, Jr.
/s/ James A. Cole
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James A. Cole
Page 9 of 11 pages
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/s/ Nancy L. Dorman
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Nancy L. Dorman
/s/ Neal M. Douglas
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Neal M. Douglas
/s/ John W. Glynn, Jr.
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John W. Glynn, Jr.
/s/ Curran W. Harvey
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Curran W. Harvey
/s/ Ronald Kase
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Ronald Kase
/s/ C. Richard Kramlich
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C. Richard Kramlich
/s/ Robert F. Kuhling
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Robert F. Kuhling
/s/ Arthur J. Marks
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Arthur J. Marks
/s/ Thomas C. McConnell
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Thomas C. McConnell
/s/ Donald L. Murfin
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Donald L. Murfin
/s/ H. Leland Murphy
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H. Leland Murphy
Page 10 of 11 pages
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/s/ John M. Nehra
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John M. Nehra
/s/ Charles W. Newhall III
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Charles W. Newhall III
/s/ Terry L. Opdendyk
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Terry L. Opdendyk
/s/ Barbara J. Perrier
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Barbara J. Perrier
/s/ C. Vincent Prothro
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C. Vincent Prothro
/s/ C. Woodrow Rea, Jr.
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C. Woodrow Rea, Jr.
/s/ Howard D. Wolfe, Jr.
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Howard D. Wolfe, Jr.
/s/ Nora M. Zietz
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Nora M. Zietz
Page 11 of 11 pages
