UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
CardioThoracic Systems, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
141907105
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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: CardioThoracic Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10600 North Tantau Avenue, Cupertino, CA 95014
ITEM 2(A). NAMES 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") (collectively, 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 OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of NEA VI, NEA Partners
VI, NEA VII, NEA Partners VII, 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. The address of the
principal business office of Barris is New Enterprise Associates,
11911 Freedom Drive, One Fountain Square, Suite 580, Reston,
Virginia 20190.
ITEM 4. OWNERSHIP.
Not Applicable
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Each Reporting Person has ceased to own beneficially more than 5%
of the outstanding Common Stock of CardioThoracic Systems, inc.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 16, 1999 ON
BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
CARDIOTHORACIC SYSTEMS, 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: February 10, 2000
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
By: NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VI, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Peter J. Barris
<PAGE>
*
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Ronald Kase
*
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John M. Nehra
*
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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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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 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, and a copy of
which 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
<PAGE>
/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
<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
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Peter J. Barris
/s/ Debra E. King
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Debra E. King
/s/ Peter T. Morris
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Peter. T. Morris
/s/ Hugh Y. Rienhoff, Jr.
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Hugh Y. Rienhoff, Jr.
/s/ Alexander Slusky
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Alexander Slusky
/s/ Louis B. Van Dyck
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Louis B. Van Dyck
