UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FOCUS SURGERY, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
--------------------------------------------
(Title of Class of Securities)
344163100
-----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1997
-------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
Continued on following page(s)
Page 1 of 21 Pages
Exhibit Index: Page 16
________________________
* Initial filing with respect to Soros Fund Management LLC and Mr.
Stanley F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
Number of 404,210
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 404,210
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
404,210
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.54%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 894,230
Shares
Beneficially 8 Shared Voting Power
Owned By 404,210
Each
Reporting 9 Sole Dispositive Power
Person 894,230
With
10 Shared Dispositive Power
404,210
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,440
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
4.94%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 404,210
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
404,210
11 Aggregate Amount Beneficially Owned by Each Reporting Person
404,210
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.54%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
Number of 897,135
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 897,135
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
897,135
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.41%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
Number of 897,135
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 897,135
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
897,135
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.41%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 21 Pages
SCHEDULE 13D
CUSIP No. 344163100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Purnendu Chatterjee (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 897,135
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 897,135
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
897,135
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.41%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 21 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.0001 par value per share (the "Shares"), of Focus Surgery, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated February 27, 1995 (the "Initial Statement") filed by certain
of the Reporting Persons (as defined herein). This Amendment No. 1 is being
filed by the Reporting Persons to report the transfer of the investment advisory
contract between Soros Fund Management ("SFM") and Quantum Fund N.V., a
Netherlands Antilles company ("Quantum Fund"), whose principal operating
subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), pursuant to which SFM was granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners. The investment advisory contract has been
transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly formed
Delaware limited liability company. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of the following persons
(collectively, the "Reporting Persons"):
(i) SFM LLC;
(ii) Mr. George Soros ("Mr. Soros");
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller")
(iv) Winston Partners, L.P. ("Winston")
(v) Chatterjee Fund Management, L.P. ("CFM"); and
(vi) Purnendu Chatterjee ("Dr. Chatterjee").
This statement relates to Shares held for the accounts of Quantum
Partners, Mr. Soros and Winston.
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quantum Fund to SFM LLC as part of a restructuring of the business
of SFM, which will now be conducted through SFM LLC. SFM LLC has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund and Quantum Partners. Each of Quantum Fund and Quantum
Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide
that SFM LLC is responsible for designing and implementing the SFM Clients'
overall investment strategies; for conducting direct portfolio management
strategies to the extent that SFM LLC determines that it is appropriate to
<PAGE>
Page 9 of 21 Pages
utilize its own portfolio management capabilities; for selecting, evaluating and
monitoring other investment advisors who manage separate portfolios on behalf of
SFM Clients; and for allocating and reallocating the SFM Clients' assets among
the outside managers and itself.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Set
forth in Annex A hereto and incorporated by reference in response to this Item 2
and elsewhere in this Schedule 13D as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of securities, including the Shares, held for the
account of Quantum Partners as a result of the contractual authority of SFM LLC
to exercise voting and dispositive power with respect to such securities.
During the past five years, except as disclosed in the Initial
Statement, none of the Reporting Persons and to the best of their knowledge, any
other person identified in response to this Item 2 has been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
he has been 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.
Item 3. Source and Amount of Funds or Other Consideration.
The securities held for the accounts of the SFM Clients, Mr.
Soros and/or Winston may be held through margin accounts maintained with
brokers, which extend margin credit as and when required to open or carry
positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The positions
which may be held in the margin accounts, including the Shares, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, Mr. Soros and/or Winston were
acquired or disposed of for investment purposes. Neither Quantum Partners, the
Reporting Persons nor, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the
right to acquire, or cause to be acquired, additional securities of
<PAGE>
Page 10 of 21 Pages
the Issuer, to dispose of, or cause to be disposed, such securities at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Persons and/or the SFM Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of the 404,210 Shares held for the account of Quantum Partners
(approximately 1.54% of the total number of Shares outstanding).
(ii) Mr. Soros may be deemed a beneficial owner of 1,298,440
Shares (approximately 4.94% of the total number of Shares outstanding). This
number consists of (A) 404,210 Shares held for the account of Quantum Partners
(approximately 1.54% of the total number of Shares outstanding) and (B) 894,230
Shares held for his personal account (approximately 3.40% of the total number of
Shares outstanding).
(iv) Each of Winston, CFM and Dr. Chatterjee may be deemed
the beneficial owner of the 897,135 Shares held for the account of Winston
(approximately 3.41% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 404,210 Shares held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 404,210
Shares held for the account of Quantum Partners.
(iii) Mr. Soros has the sole power to vote and dispose of
the 894,230 Shares held for his personal account.
(iv) Dr. Chatterjee, in his capacity as sole general partner
of CFM, and CFM as the sole general partner of Winston, have the sole power to
direct the voting and disposition of the 897,135 Shares held for the account of
Winston.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions effected with
respect to the Shares since November 2, 1996 (60 days prior to the date hereof)
by Quantum Partners or by any of the Reporting Persons.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities, including the Shares, held for the
account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
(ii) The partners of Winston have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for the account of Winston in accordance with their
respective partnership interests in Winston.
<PAGE>
Page 11 of 21 Pages
(iii) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held for his personal account.
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held directly for the accounts of the SFM
Clients. Mr. Soros expressly disclaims beneficial ownership of any Shares not
held directly for his account and the accounts of the SFM Clients. Each of
Winston, CFM and Dr. Chatterjee expressly disclaims beneficial ownership of any
Shares not held directly for the account of Winston.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
Dr. Chatterjee has reached understandings with each of Quantum
Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of
Quantum Partners and SFM LLC recommendations concerning transactions in the
Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will
share in any profits with respect to Shares held for the account of Quantum
Partners and in any profits or losses with respect to Shares held for the
account of Mr. Soros.
From time to time, each of the Reporting Persons, Quantum
Partners, and other SFM Clients may lend portfolio securities to brokers, banks
or other financial institutions. These loans typically obligate the borrower to
return the securities, or an equal amount of securities of the same class, to
the lender and typically provide that the borrower is entitled to exercise
voting rights and to retain dividends during the term of the loan. From time to
time to the extent permitted by applicable laws, each of the Reporting Persons,
Quantum Partners, and/or other SFM Clients may borrow securities, including the
Shares, for the purpose of effecting, and may effect, short sale transactions,
and may purchase securities for the purpose of closing out short positions in
such securities.
Except as described above, none of the Reporting Persons, Quantum
Partners, and other SFM Clients has any contracts, arrangements, understandings
or relationships with respect to any securities of the Issuer.
<PAGE>
Page 12 of 21 Pages
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller.
D. Power of Attorney dated May 31, 1995 granted by Dr. Purnendu
Chatterjee in favor of Mr. Peter Hurwitz.
E. Form of Standby Purchase Agreement (filed as Exhibit F to the
Initial Statement and incorporated herein by reference).
<PAGE>
Page 13 of 21 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 14 of 21 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 15 of 21 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number
of Shares, if any, held for the account of each:
Number of Shares
----------------
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein ...........................................2,000
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) The consideration used for purchasing the Shares reported above
was the personal funds of each of the Managing Directors who purchased
such Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) Each of the Managing Directors (i) holds the Shares reported above
as being held for his or her own account, (ii) has the sole power to
vote or dispose of such Shares and has the right to receive the
dividends from, or proceeds from the sale of, the Shares, and (iii)
has not effected any transactions in the Shares since November 2, 1996
(60 days prior to the date hereof).
(d) None of the Managing Directors has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 16 of 21 Pages
EXHIBIT INDEX
Page No.
---------
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus................................................17
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.................................18
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller.......................................19
D. Power of Attorney dated May 31, 1995 granted by Dr.
Purnendu Chatterjee in favor of Mr. Peter Hurwitz..............21
Page 17 of 21 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my
agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
----------------------------
GEORGE SOROS
Page 18 of 21 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
--------------------------------
STANLEY F. DRUCKENMILLER
Page 19 of 21 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Focus Surgery, Inc. dated January 1, 1997
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of each of us pursuant to an in accordance with the provisions of Rule
13d- 1(f) under the Securities Exchange Act of 1934.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 21 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
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Peter Hurwitz
Attorney-in-Fact
Page 21 of 21 Pages
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney-in-fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.
/s/ Purnendu Chatterjee
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PURNENDU CHATTERJEE
