<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VitalCom Inc.
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(Name of Issuer)
Common Stock, par value
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(Title of Class of Securities)
927917 10 4
-------------
(CUSIP Number)
Stephen Distler
E.M. Warburg Pincus & Co., Inc.,
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
- with a copy to -
Barry E. Taylor
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
October 16, 1996
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box[ ].
Check the following box if a fee is being paid with the statement [ ] * (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
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* A filing fee is not being paid with the statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
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SCHEDULE 13D
CUSIP NO. 927917 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Ventures, L.P.
I.D. #13-3784037
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,539,764
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,539,764
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,539,764
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 927917 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
I.D. #13-635847
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,539,764
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,539,764
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,539,764
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE> 4
SCHEDULE 13D
CUSIP NO. 927917 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co.
I.D. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,539,764
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,539,764
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,539,764
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
This schedule 13D is being filed on behalf of Warburg, Pincus
Ventures, L.P., a Delaware limited partnership ("Ventures"), Warburg, Pincus &
Co., a New York general partnership ("WP"), and E.M. Warburg, Pincus & Company,
a New York general partnership ("E.M. Warburg"), relating to the Common Stock,
par value $.0001 (the "Common Stock"), of VitalCom Inc., a Delaware corporation
(the "Company"). Ventures, WP and E.M. Warburg are hereinafter collectively
referred to as the "Reporting Entities." Of the Reporting Entities, only
Ventures has acquired direct ownership of voting power relating to the Common
Stock.
Item 1. Security and Issuer.
This statement relates to the Company's Common Stock. The principal
executive offices of the Company are located at 15222 Del Amo Avenue, Tustin,
CA 92680.
Item 2. Identity and Background.
a. This statement is filed by Ventures, WP and E.M. Warburg. The
sole general partner of Ventures is WP. Lionel I. Pincus is the managing
partner of WP and may be deemed to control it. E.M. Warburg, which has
the same general partners as WP, manages Ventures. WP has a 15% interest
in the profits of Ventures as the general partner, and also owns
approximately 1.24% of the limited partnership interests in Ventures. The
general partners of WP and E.M. Warburg are described in Schedule I
hereto. Each of the general partners of WP and E.M. Warburg disclaim
beneficial ownership (within the meaning of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise) of the securities.
The Reporting Entities may be deemed to be a "group" under the Federal
securities laws. Lionel I. Pincus disclaims any beneficial ownership of
the Shares reported herein as being beneficially owned by the Reporting
Entities. The general partners of WP and E.M. Warburg are described in
Schedule I hereto.
b. The address of the principal business and principal office of
each of the Reporting Entities is 466 Lexington Avenue, New York, New
York 10017.
c. The principal business of Ventures is that of a partnership
engaged in making venture capital and related investments. The principal
business of WP is acting as general partner of Ventures, Warburg Pincus
Investors, L.P., Warburg, Pincus Capital Company, L.P., Warburg, Pincus
Capital Partners, L.P., and Warburg, Pincus Associates, L.P., and as a
holding company for its ownership of securities of E.M. Warburg, Pincus &
Co., Inc., the principal business of which is providing specialized
financial advisory and investment counseling services. The principal
business of E.M. Warburg is acting as manager of Ventures and Warburg,
Pincus Investors, L.P.
d. None of the Reporting Entities, nor, to the best of their
knowledge, any of the directors, executive officers or general partners
referred to in paragraph (a) has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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e. None of the Reporting Entities nor, to the best of their
knowledge, any of the directors, executive officers or general partners
referred to in paragraph (a) above has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f. Except as otherwise indicated on Schedule I hereto, each of
the individuals referred to in paragraph (a) above is a United States
citizen.
Item 3. Source and Amount of Funds or Other Compensation.
The total amount of funds required by Ventures to purchase the
Shares (as defined below) was $1,421,252, and was furnished from the working
capital of Ventures.
Item 4. Purpose of Transaction.
On October 8, 9, 16 and 22 of 1996, Ventures purchased in the open
market 73,000, 23,000, 102,400 and 62,500 shares of Common Stock of the Company,
respectively, (the "Shares"), at a price per share of $5.13, $5.50, $5.63 and
$5.50, respectively, for an aggregate of 260,900 shares (collectively, the
"Purchase"). Such purchases represent three and one-third percent (3.3%) of the
Company's total outstanding Common Stock. Prior to the Purchase, the Reporting
Entities owned 3,278,864 shares of, or forty one and one-half percent (41.5%)
of, the Company's Common Stock.
The Purchase was effected because of the Reporting Entities'
belief that the Company represents an attractive investment. As a result of
the Purchase, the Reporting Entities are the Company's largest stockholders
and, hence, may be deemed to be "control persons." Following the Purchase, Ms.
Elizabeth H. Weatherman, who is affiliated with E.M. Warburg, will continue
serving on the Company's Board of Directors. Ms. Weatherman disclaims
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of the Common Stock owned by Ventures. The Reporting Entities presently expect
to limit their involvement in the management of the Company to representation
on the Board of Directors.
The Reporting Entities may from time to time acquire
additional shares of Common Stock or dispose of shares of Common Stock through
open market or privately negotiated transactions, tender offer or otherwise,
depending on existing market conditions and other considerations discussed
below. The Reporting Entities intend to review their investment in the Company
on a continuing basis and, depending upon the price and availability of shares
of Common Stock, subsequent developments affecting the Company, the Company's
business and prospects, other investment and business opportunities available
to the Reporting Entities, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time
not to increase, or to decrease, the size of their investment in the Company.
Except as set forth herein or in Item 6, none of the Reporting
Entities nor, to the best of their knowledge, any person listed in Schedule I
hereto, has any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a
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<PAGE> 7
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, By-Laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
a. Ventures beneficially owns 3,539,764 shares of Common Stock.
By reason of their respective relationships with Ventures, each of the
Reporting Entities may be deemed under Rule 13d-3 under the Exchange Act
to own beneficially all of the shares of Common Stock which Ventures
beneficially owns. Based on information contained in the Company's Form
10Q (File No. 0-27588), filed with the Securities and Exchange Commission
on June 30, 1996, the shares of Common Stock held by the Reporting
Entities represent approximately 44.8% of the outstanding shares of
Common Stock.
b. The Reporting Entities together share the power to vote or to
direct the vote, and to dispose or to direct the disposition of the
Shares held by them.
c. None of the Reporting Entities nor, to the best of their
knowledge, any person listed in Schedule I hereto, has effected any
transactions in the Common Stock during the preceding 60 days.
d. Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to Rule 13d-1(f) promulgated under the Exchange Act,
the Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is
attached hereto as Exhibit 1 and is incorporated herein by reference.
Except as described herein, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or between such persons and any other person with respect to any securities of
the Company.
-7-
<PAGE> 8
By virtue of the relationships among the Reporting Entities as
described in Item 2, the Reporting Entities may be deemed to be a "group" under
the Federal securities laws. Lionel I. Pincus disclaims any beneficial
ownership of the Shares reported herein as being beneficially owned by the
Reporting Entities.
Item 7. Material to Be Filed as Exhibits.
Joint Filing Agreement.
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<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 1996
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
------------------------------------
Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
------------------------------------
Stephen Distler
Partner
E.M. WARBURG, PINCUS & COMPANY
By: /s/ Stephen Distler
------------------------------------
Stephen Distler
Partner
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<PAGE> 10
SCHEDULE I
Set forth below is the name, position and present principal occupation
of each of the general partners of Warburg, Pincus & Co. ("WP") and E.M.
Warburg, Pincus & Company ("E.M. Warburg"). The sole general partner of
Warburg, Pincus Ventures, L.P. ("Ventures") is WP. WP, E.M. Warburg and
Ventures are hereinafter collectively referred to as the "Reporting Entities."
Except as otherwise indicated, the business address of each of such persons is
466 Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
General Partners
of WP
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to
Position with WP, and Positions with the
Name Reporting Entities
- -------------------------------- -------------------------------------------
<S> <C>
Susan Black Partner, E.M. Warburg
Christopher W. Brody Partner, E.M. Warburg
Harold Brown Partner, E.M. Warburg
Errol M. Cook Partner, E.M. Warburg
W. Bowman Cutter Partner, E.M. Warburg
Elizabeth B. Dater Partner, E.M. Warburg
Stephen Distler Partner, E.M. Warburg
Louis G. Elson Partner, E.M. Warburg
John L. Furth Partner, E.M. Warburg
Stuart M. Goode Partner, E.M. Warburg
Stewart K.P. Gross Partner, E.M. Warburg
Patrick T. Hackett Partner, E.M. Warburg
Jeffrey A. Harris Partner, E.M. Warburg
Robert S. Hillas Partner, E.M. Warburg
A. Michael Hoffman Partner, E.M. Warburg
William H. Janeway Partner, E.M. Warburg
Douglas M. Karp Partner, E.M. Warburg
Charles R. Kaye Partner, E.M. Warburg
Henry Kressel Partner, E.M. Warburg
Joseph P. Landy Partner, E.M. Warburg
Sidney Lapidus Partner, E.M. Warburg
Reuben S. Leibowitz Partner, E.M. Warburg
Stephen J. Lurito Partner, E.M. Warburg
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to
Position with WP, and Positions with the
Name Reporting Entities
- -------------------------------- -------------------------------------------
<S> <C>
Spencer S. Marsh III Partner, E.M. Warburg
Edward J. McKinley Partner, E.M. Warburg
Rodman W. Moorhead III Partner, E.M. Warburg
Howard H. Newman Partner, E.M. Warburg
Anthony G. Orphanos Partner, E.M. Warburg
Daphne D. Philipson Partner, E.M. Warburg
Lionel I. Pincus Managing Partner, E.M. Warburg; Managing
Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, E.M. Warburg
Ernest H. Pomerantz Partner, E.M. Warburg
Arnold M. Reichma Partner, E.M. Warburg
Roger Reinlieb Partner, E.M. Warburg
John D. Santoleri Partner, E.M. Warburg
Sheila N. Scott Partner, E.M. Warburg
Peter Stalker III Partner, E.M. Warburg
David A. Tanner Partner, E.M. Warburg
James E. Thomas Partner, E.M. Warburg
John L. Vogelstein Partner, E.M. Warburg
Elizabeth H. Weatherman Partner, E.M. Warburg
Joanne R. Wenig Partner, E.M. Warburg
George U. Wyper Partner, E.M. Warburg
Pincus & Co.*
NL Co. **
</TABLE>
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* New York limited partnership; primary activity is ownership interest
in WP and E.M. Warburg
** New York limited partnership; primary activity is ownership interest
in WP
-11-
<PAGE> 12
General Partners
of E.M. Warburg
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to
Position with WP, and Positions with the
Name Reporting Entities
- -------------------------------- -------------------------------------------
<S> <C>
Susan Black Partner, WP
Christopher W. Brody Partner, WP
Harold Brown Partner, WP
Dale C. Christensen(1)
Errol M. Cook Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Stephen Distler Partner, WP
Louis G. Elson Partner, WP
John L. Furth Partner, WP
Stuart M. Goode Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
Robert S. Hillas Partner, WP
A. Michael Hoffman Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King(2)
Henry Kressel Partner, WP
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Reuben S. Leibowitz Partner, WP
Stephen J. Lurito Partner, WP
Spencer S. Marsh III Partner, WP
Edward J. McKinley Partner, WP
</TABLE>
- -----------------------
(1) Citizen of Canada.
(2) Citizen of United Kingdom
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<PAGE> 13
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to
Position with WP, and Positions with the
Name Reporting Entities
- -------------------------------- -------------------------------------------
<S> <C>
Rodman W. Moorhead III Partner, WP
Howard H. Newman Partner, WP
Anthony G. Orphanos Partner, WP
Dalip Pathak(1)
Daphne D. Philipson Partner, WP
Lionel I. Pincus Managing Partner, WP; Managing Partner,
Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Sheila N. Scott Partner, WP
Dominic H. Shorthouse(2)
Peter Stalker III Partner, WP
David A. Tanner Partner, WP
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weatherman Partner, WP
Joanne R. Wenig Partner, WP
George U. Wyper Partner, WP
Pincus & Co. *
</TABLE>
- --------------------------------
(1) Citizen of India.
(2) Citizen of the United Kingdom.
* New York limited partnership; primary activity is ownership interest
in WP and E.M. Warburg
-13-
<PAGE> 14
JOINT FILING AGREEMENT
This Agreement dated as of October 24, 1996 among Warburg, Pincus
Ventures, L.P., a Delaware limited partnership; Warburg, Pincus & Co., a New
York general partnership; and E.M. Warburg, Pincus & Company, a New York
general partnership (collectively, the "Reporting Entities").
W I T N E S S E T H
WHEREAS, the Reporting Entities may be required to file a statement,
and amendments thereto, containing the information required by Schedule 13D
pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), and Rule 13d-1 promulgated thereunder, in connection with the
acquisition of shares of common stock of VitalCom Inc., a Delaware corporation;
and
WHEREAS, pursuant to Paragraph (f) of Rule 13d-1, the undersigned
desire to satisfy any Schedule 13D filing obligation under Rule 13d-1 by a
single joint filing.
NOW, THEREFORE, in consideration of the foregoing, the undersigned
hereto agree as follows:
1. The undersigned agree that any Statement on Schedule 13D to
which this Agreement is attached, and any Amendments to such Statement, are
filed on behalf of each one of them.
2. This Agreement may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
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<PAGE> 15
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered on the date above indicated.
WARBURG, PINCUS INVESTORS, L.P.
BY: WARBURG, PINCUS & CO.
General Partner
/S/ STEPHEN DISTLER
-----------------------------------
BY: Stephen Distler, Partner
WARBURG, PINCUS & CO.
/S/ STEPHEN DISTLER
-----------------------------------
BY: Stephen Distler, Partner
E.M. WARBURG, PINCUS & COMPANY
/S/ STEPHEN DISTLER
-----------------------------------
BY: Stephen Distler, Partner
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