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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. 1)*
GeoTel Communications Corporation
---------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
373656107
--------------
(CUSIP Number)
*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>
Item 1(a). Name of Issuer: GeoTel Communications Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices: 25 Porter
Road, Littleton, MA 01460
Item 2(a). Names of Persons Filing: New Enterprise Associates VI,
Limited Partnership ("NEA VI"), NEA Partners VI, Limited
Partnership ("NEA Partners VI"), which is the sole general
partner of NEA VI, and Peter J. Barris ("Barris"), Frank A.
Bonsal, Jr. ("Bonsal"), Nancy L. Dorman ("Dorman"), Ronald Kase
("Kase"), C. Richard Kramlich ("Kramlich"), Arthur J. Marks
("Marks"), Thomas C. McConnell ("McConnell"), John M. Nehra
("Nehra") and Charles W. Newhall III ("Newhall") (the "General
Partners"). The General Partners are individual general partners
of NEA Partners VI. The persons named in this paragraph are
referred to individually herein as a "Reporting Person" and
collectively as the "Reporting Persons."
Item 4. Ownership.
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
Each Reporting Person has ceased to be the beneficial owner of
more than five percent of the Common Stock of GeoTel
Communications Corporation.
All other items of this Schedule 13G remain the same as reported
on the Schedule 13G dated as of February 10, 1997 and filed on
behalf of the Reporting Persons with respect to the Common Stock
of GeoTel Communications Corporation, except to reflect that each
of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the Common Stock of GeoTel
Communications Corporation.
Page 2 of 6 Pages
<PAGE>
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, 1998
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
-------------------------------
Charles W. Newhall III
General Partner
*
- ------------------------------
Peter J. Barris
*
- ------------------------------
Ronald Kase
*
- ------------------------------
John M. Nehra
Page 3 of 6 Pages
<PAGE>
*
- ------------------------------
Frank A. Bonsal, Jr.
*
- ------------------------------
C. Richard Kramlich
*
- ------------------------------
Arthur J. Marks
*
- ------------------------------
Thomas C. McConnell
*
- ------------------------------
Charles W. Newhall III
*By: /s/ Nancy L. Dorman
----------------------------------
Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
- -------------------------------------------------------------------------------
This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney
filed with the Securities and Exchange Commission on February 13, 1992 in
connection with a Schedule 13G for Advanced Interventional Systems Inc. and on
February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc.,
which Powers of Attorney are incorporated herein by reference.
Page 4 of 6 Pages
<PAGE>
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 GeoTel Communications Corporation.
EXECUTED as a sealed instrument this 10th day of February, 1998.
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
------------------------------
Charles W. Newhall III
General Partner
*
- ------------------------------
Peter J. Barris
*
- ------------------------------
Ronald Kase
*
- ------------------------------
John M. Nehra
Page 5 of 6 Pages
<PAGE>
*
- ------------------------------
Frank A. Bonsal, Jr.
*
- ------------------------------
C. Richard Kramlich
*
- ------------------------------
Arthur J. Marks
*
- ------------------------------
Thomas C. McConnell
*
- ------------------------------
Charles W. Newhall III
*By: /s/ Nancy L. Dorman
----------------------------------
Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
- ------------------------------------------------------------------------------
This Agreement was executed by Nancy L. Dorman pursuant to Powers of Attorney
filed with the Securities and Exchange Commission on February 13, 1992 in
connection with a Schedule 13G for Advanced Interventional Systems, Inc. and on
February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc.,
which Powers of Attorney are incorporated herein by reference.
Page 6 of 6 Pages
