UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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, 1999
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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).
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ITEM 1(A). NAME OF ISSUER: Conceptus, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1021 Howard Boulevard, San Carlos, CA 94070.
ITEM 2(A). NAMES 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."
ITEM 2(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, 1999 (the
"CMEA Shares"). NEA V is the record owner of 450,980 shares
of Common Stock as of December 31, 1999 (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, 1999 (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
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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, 1999. 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, 1999. 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. 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. McConnell is
the record owner of 5,099 shares as of December 31, 1999,
and holds options to purchase an additional 14,250 shares,
which options are exercisable within 60 days after December
31, 1999, for a total of 19,349 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 19,349 shares, for a total of 979,088
shares.
(b) Percent of Class: CMEA, CMEA Partners, NEA V, NEA Partners
V, ONSET Partners, Dorman, Marks and Newhall: 10.0%. Bond:
5.3%. Kramlich: 10.1%. McConnell: 10.2%. The foregoing
percentages are calculated based on the 9,626,150 shares of
Common Stock reported to be outstanding as of September 30,
1999, 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 for
CMEA, CMEA Partners, NEA V, NEA Partners V, ONSET
Partners, Bond, Marks and Newhall. 2,402 shares for
Dorman. 8,107 shares for Kramlich. 19,349 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, Marks and Newhall. 2,402 shares
for Dorman. 8,107 shares for Kramlich. 19,349 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>
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 16, 1999 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
CONCEPTUS, INC. REMAIN UNCHANGED.
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SIGNATURE
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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: January 25, 2000
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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Thomas R. Baruch
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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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Donald L. Murfin
*
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Charles W. Newhall III
By: /s/ Nancy L. Dorman
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Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
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*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 1.
EXHIBIT 1
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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>
/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
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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
