UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
Celeris Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
15100K201
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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: Celeris Corporation (f/k/a Summit Medical Systems,
Inc.).
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1801 West End
Avenue, Suite 750, Nashville, TN 37203.
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"). Nehra is a general partner of Catalyst.
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 OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of Catalyst, NEA VI, NEA
Partners VI, 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.
(a) Amount Beneficially Owned: NEA VI is the record owner of
217,777 shares as of December 31, 1999 (the "NEA VI
Shares"). Catalyst is the record owner of 349,027 shares as
of December 31, 1999 (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, whose
general partners have overlapping individual general
partners, 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
566,804 shares (the "Record Shares"). By virtue of their
relationship as affiliated limited partnerships, who have
overlapping individual general partners, each GPLP may be
deemed to share the power to direct the disposition and
vote of 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, 1999. 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 220,443 shares. Nehra is the record owner of 1,678
shares as of December
<PAGE>
31, 1999, and he holds options to purchase 15,888 shares,
which options are exercisable within 60 days after December
31, 1999 (the "Option Shares"). 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 Catalyst Shares, the 1,678 shares
and the Option Shares, for a total of 584,370 shares.
(b) Percent of Class: NEA VI, NEA Partners VI and Catalyst:
18.3%. Barris, Dorman, Kramlich, Marks, McConnell and
Newhall: 7.0%. Kase: 7.1%. Nehra: 18.9%. The foregoing
percentages are calculated based on the 3,092,329 shares of
Common Stock reported to be outstanding as of October 15,
1999, 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. 1,678 shares for Nehra.
(ii) shared power to vote or to direct the vote: 566,804
shares for each of NEA VI, NEA Partners VI, Catalyst and
Nehra. 217,777 shares for Barris, Dorman, Kase,
Kramlich, Marks, McConnell and Newhall.
(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. 1,678 shares for Nehra.
(iv) shared power to dispose or to direct the disposition of:
566,804 shares for each of NEA VI, NEA Partners VI,
Catalyst and Nehra. 217,777 shares for Barris, Dorman,
Kase, Kramlich, Marks, McConnell and Newhall.
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.
Not applicable.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 16, 1999 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>
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: January 25, 2000
CATALYST VENTURES, LIMITED PARTNERSHIP
By: *
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John M. Nehra
General Partner
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
*
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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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*
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John M. Nehra
*
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Charles W. Newhall III
*/s/ Nancy L. Dorman
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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.
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
/s/ Nancy L. Dorman
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Nancy L. Dorman
/s/ Neal M. Douglas
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Neal M. Douglas
<PAGE>
/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
/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
<PAGE>
/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
