<PAGE>
------------------------
OMB APPROVAL
------------------------
OMB Number 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response 14.90
------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
CardioThoracic Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
141907105
----------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(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
<PAGE>
ITEM 1(a). NAME OF ISSUER. CardioThoracic Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10600 North Tantau Avenue, Cupertino, CA 95014
ITEM 2(a). NAME OF PERSONS FILING: New Enterprise Associates VI, Limited
Partnership ("NEA VI") and New Enterprise Associates VII, Limited
Partnership ("NEA VII") (collectively, the "Funds"); NEA Partners
VI, Limited Partnership ("NEA Partners VI"), which is the sole
general partner of NEA VI and NEA Partners VII, Limited
Partnership ("NEA Partners VII"), which is the sole general
partner of NEA VII (collectively, the "GPLPs"); Peter J. Barris
("Barris"), 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 and
NEA Partners VII. 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 NEA VI, NEA Partners
VI, NEA VII, NEA Partners VII, 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
873,500 shares of Common Stock as of December 31, 1998 (the
"NEA VI Shares"). NEA VII is the record owners of 90,000
shares of Common Stock as of December 31, 1998 (the "NEA VII
Shares"). As the sole general partner of NEA VI, NEA Partners
VI may be deemed to own beneficially the NEA VI Shares. As
the sole general partner of NEA VII, NEA Partners VII may be
deemed to own beneficially the NEA VII Shares. By virtue of
their relationship as affiliated limited partnerships, whose
general partners have overlapping individual general
partners, each Fund may be deemed to share the power to
direct the disposition and vote of the NEA VI Shares and the
NEA VII Shares, for a total of 963,500 shares (the "Record
Shares"). As general partners of the Funds, each of the GPLPs
may also be deemed to own beneficially the Record Shares.
As individual general partners of NEA Partners VI and NEA
Partners VII, which are the sole general partners of NEA VI
and NEA VII, respectively, each of the General Partners may
be deemed to own beneficially the Record Shares. McConnell is
the record owner of options to purchase 3,000 shares of
Common Stock, which are exercisable within 60 days after
December 31, 1998. As an individual general partner of NEA
Partners VI and NEA Partners VII, which are the sole general
partners of NEA VI and NEA VII, respectively, McConnell may
be deemed to own beneficially the Record Shares and the 3,000
shares, for a total of 966,500 shares.
Page 2 of 11 Pages
<PAGE>
(b) Percent of Class: Each Reporting Person: 6.8%. The foregoing
percentages are calculated based on the 14,209,428 shares of
Common Stock reported to be outstanding in the Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 26, 1998 of CardioThoracic Systems, Inc., 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 McConnell. 3,000 shares
for McConnell.
(ii) shared power to vote or to direct the vote:
963,500 shares for each Reporting Person.
(iii) sole power to dispose or to direct the disposition of: 0
shares for each Reporting Person other than McConnell.
3,000 shares for McConnell.
(iv) shared power to dispose or to direct the disposition of:
963,500 shares for each Reporting Person.
Each Reporting Person disclaims beneficial ownership of any shares
of Common Stock except for the shares, if any, that such Reporting
Person holds of record.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Page 3 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my 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
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
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA Partners VII, Limited Partnership
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
------------------------------------
Charles W. Newhall III
General Partner
*
------------------------------------
Peter J. Barris
Page 4 of 11 Pages
<PAGE>
*
- -------------------------------------
Ronald Kase
*
- -------------------------------------
John M. Nehra
*
- -------------------------------------
C. Richard Kramlich
*
- -------------------------------------
Arthur J. Marks
*
- -------------------------------------
Thomas C. McConnell
*
- -------------------------------------
Cahrles W. Newhall III
*/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 5 of 11 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
CardioThoracic Systems, Inc.
EXECUTED as a scaled instrument this 10th day of February, 1999.
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
-------------------------------
Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
---------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
-------------------------------
Charles W. Newhall III
General Partner
*
----------------------------------
Peter J. Barris
Page 6 of 11 Pages
<PAGE>
*
- -------------------------------------
Ronald Kase
*
- -------------------------------------
John M. Nehra
*
- -------------------------------------
C. Richard Kramlich
*
- -------------------------------------
Arthur J. Marks
*
- -------------------------------------
Thomas C. McConnell
*
- -------------------------------------
Charles W. Newhall III
*/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 7 of 11 Pages
<PAGE>
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
--------------------------------
James A. Cole
Page 8 of 11 Pages
<PAGE>
/s/ Nancy L. Dorman
--------------------------------
Nancy L. Dorman
/s/ Neal M. Douglas
--------------------------------
Neal M. Douglas
/s/ John W. Glynn, Jr.
--------------------------------
John W. Glynn, Jr.
/s/ Curran W. Harvey
--------------------------------
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
<PAGE>
/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
<PAGE>
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
