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UNITED STATES --------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 --------------------------
OMB Number: 3235-0145
SCHEDULE 13G Expires: August 31, 1999
Estimated average burden
Under the Securities Exchange Act of 1934 hours per response: 14.90
(Amendment No. 3)* --------------------------
Celeris Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
86613P102
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(CUSIP Number)
August 4, 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. Celeris Corporation (f/k/a Summit Medical
Systems, Inc.).
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10900 Red Circle Drive, Suite 100, Minnetonka, MN 55343.
ITEM 2(a). NAME OF PERSONS FILING: Catalyst Ventures, Limited Partnership
("Catalyst"), New Enterprise Associates VI, Limited Partnership
("NEA VI") (collectively, the "Funds"); NEA Partners VI, Limited
Partnership ("NEA Partners VI"), which is the sole general
partner of NEA VI; Peter J. Barris ("Barris"), Nancy L. Dorman
("Dorman"), Ronald H. 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"); and New Enterprise
Associates IV, Limited Partnership ("NEA IV") and NEA Partners
IV, Limited Partnership ("NEA Partners IV"), the sole general
partner of NEA IV. Nehra is a general partner of Catalyst.
Dorman, Kramlich, Marks, McConnell and Newhall are individual
general partners of NEA Partners IV. Barris, Dorman, Kase,
Kramlich, Marks, McConnell, Nehra and Newhall 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 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICER OR, IF NONE, RESIDENCE: The
address of the principal business office of Catalyst, NEA IV, NEA
Partners IV, NEA VI, NEA Partners VI, Barris, Dorman, Marks,
Nehra, and Newhall is New Enterprise Associates, 1119 St. Paul
Street, Baltimore, Maryland 21202. The address of the principal
business office of Kase, Kramlich and McConnell is New Enterprise
Associates, 2490 Sand Hill Road, Menlo Park, California 94025.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: NEA VI is the record owner of
653,333 shares as of December 31, 1998 (the "NEA VI Shares").
Catalyst is the record owner of 412,081 shares as of
December 31, 1998 (the "Catalyst Shares"). As the sole
general partner of NEA VI, NEA Partners VI may be deemed to
own beneficially the NEA VI Shares. By virtue of their
relationship as affiliated limited partnerships, each of NEA
VI and Catalyst may be deemed to share the power to direct
the disposition and vote of the NEA VI Shares and the
Catalyst Shares, for an aggregate of 1,065,414 shares (the
"Record Shares"). As general partner of the NEA VI, NEA
Partners VI may also be deemed to own beneficially the Record
Shares.
As individual general partners of NEA Partners VI, the sole
general partner of NEA VI, each of Barris, Dorman, Kramlich,
Marks, McConnell, and Newhall may be deemed to own
beneficially the NEA VI Shares. Kase is the record owner of
2,666 shares as of December 31, 1998. As an individual
general partner of NEA Partners VI, the sole general partner
of NEA VI, Kase may be deemed to own beneficially the NEA VI
Shares and the 2,666 shares for a total of 655,999 shares.
Nehra is the record owner of 1,678 shares as of December 31,
1998, and he holds an option to purchase 53,665 shares, which
option is exercisable within 60 days after December 31, 1998.
As an individual general partner of NEA Partners VI, the sole
general partner of NEA VI, and Catalyst, Nehra may be deemed
to own beneficially the NEA VI Shares, the
Page 2 of 11 Pages
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Catalyst Shares, the 1,678 Shares and the 53,665 shares
subject to his option, for a total of 1,120,757 shares.
(b) Percent of Class: NEA VI, NEA Partners VI, and Catalyst:
11.3%. Barris, Dorman, Kramlich, Marks, McConnell and
Newhall: 6.9%. Kase: 7.1%. Nehra: 11.8%. The foregoing
percentages are calculated based on the 9,419,429 shares of
Common Stock reported to be outstanding in the Quarterly
Report on Form 10-Q of Applied Imaging Corp. for the fiscal
quarter ended September 30, 1998, as adjusted pursuant to
Rule 13d-13(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
each Reporting Person other than Kase and Nehra. 2,666
shares for Kase. 55,343 shares for Nehra.
(ii) shared power to vote or to direct the vote: 1,065,414
shares for each of NEA VI, NEA Partners VI, Catalyst and
Nehra. 653,333 shares for Barris, Dorman, Kase, Kramlich,
Marks, McConnell and Newhall. 0 Shares for NEA IV and NEA
Partners IV.
(iii) sole power to dispose or to direct the disposition of: 0
shares for each Reporting Person other than Kase and
Nehra. 2,666 shares for Kase. 55,343 shares for Nehra.
(iv) shared power to dispose or to direct the disposition of
1,065,414 shares for each of NEA VI, NEA Partners VI,
Catalyst and Nehra. 653,333 shares for Barris, Dorman,
Kase, Kramlich, Marks, McConnell and Newhall. 0 Shares for
NEA IV and NEA Partners IV.
Each Reporting Person disclaims beneficial ownership of such shares
of Common Stock except for those shares, if any, such Reporting
Person holds of record.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
NEA IV and NEA Partners IV have ceased to be the beneficial owner
of more than 5% of the Common Stock of Celeris Corporation.
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 CELERIS CORPORATION (f/k/a SUMMIT MEDICAL SYSTEMS, INC.) REMAIN UNCHANGED.
Page 3 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
CATALYST VENTURES, LIMITED PARTNERSHIP
By: *
-----------------------------------
John M. Nehra
General Partner
NEW ENTERPRISE ASSOCIATES IV, LIMITED PARTNERSHIP
By: NEA Partners IV, Limited Partnership
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS IV, LIMITED PARTNERSHIP
By: *
------------------------------------
Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA Partners VI, Limited Partnership
By: *
-------------------------------
Charles W. Newhall III
General Partner
Page 4 of 11 Pages
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NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Peter J. Barris
*
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Ronald Kase
*
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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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John M. Nehra
*
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Charles W. Newhall III
*/s/ Nancy L. Dorman
-------------------------------
Nancy L. Dorman
on her own behalf and as Attorney-in Fact
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*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 5 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 stock of Celeris
Corporation.
EXECUTED this 10th day of February, 1999.
CATALYST VENTURES, LIMITED PARTNERSHIP
By: *
-----------------------------------
John M. Nehra
General Partner
NEW ENTERPRISE ASSOCIATES IV, LIMITED PARTNERSHIP
By: NEA Partners IV, Limited Partnership
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS IV, LIMITED PARTNERSHIP
By: *
------------------------------------
Charles W. Newhall III
General Partner
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
Page 6 of 11 Pages
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*
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Ronald Kase
*
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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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John M. Nehra
*
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Charles W. Newhall III
*/s/ Nancy L. Dorman
-------------------------------
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 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 7 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
--------------------------------
Raymond L. Bank
/s/ Thomas R. Baruch
--------------------------------
Thomas R. Baruch
/s/ Cornelius C. Bond, Jr.
--------------------------------
Cornelius C. Bond, Jr.
/s/ Frank A. Bonsal, Jr.
--------------------------------
Frank A. Bonsal, Jr.
/s/ James A. Cole
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James A. Cole
Page 8 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.
--------------------------------
John W. Glynn, Jr.
/s/ Curran W. Harvey
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Curran W. Harvey
/s/ Ronald Kase
--------------------------------
Ronald Kase
/s/ C. Richard Kramlich
--------------------------------
C. Richard Kramlich
/s/ Robert F. Kuhling
--------------------------------
Robert F. Kuhling
/s/ Arthur J. Marks
--------------------------------
Arthur J. Marks
/s/ Thomas C. McConnell
--------------------------------
Thomas C. McConnell
/s/ Donald L. Murfin
--------------------------------
Donald L. Murfin
/s/ H. Leland Murphy
--------------------------------
H. Leland Murphy
Page 9 of 11 Pages
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/s/ John M. Nehra
--------------------------------
John M. Nehra
/s/ Charles W. Newhall, III
--------------------------------
Charles W. Newhall, III
/s/ Terry L. Opdendyk
--------------------------------
Terry L. Opdendyk
/s/ Barbara J. Perrier
--------------------------------
Barbara J. Perrier
/s/ C. Vincent Prothro
--------------------------------
C. Vincent Prothro
/s/ C. Woodrow Rea, Jr.
--------------------------------
C. Woodrow Rea, Jr.
/s/ Howard D. Wolfe, Jr.
--------------------------------
Howard D. Wolfe, Jr.
/s/ Nora M. Zietz
--------------------------------
Nora M. Zietz
Page 10 of 11 Pages
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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 1st
day of January, 1994.
/s/ Peter J. Barris
--------------------------------
Peter J. Barris
/s/ Debra E. King
--------------------------------
Debra E. King
/s/ Peter T. Morris
--------------------------------
Peter T. Morris
/s/ Hugh Y. Rienhoff, Jr.
--------------------------------
Hugh Y. Rienhoff, Jr.
/s/ Alexander Slusky
--------------------------------
Alexander Slusky
/s/ Louis B. Van Dyck
--------------------------------
Louis B. Van Dyck
Page 11 of 11 Pages
