SYMPHONIX DEVICES INC
SC 13D, 2000-11-20
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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<PAGE>
                                 SCHEDULE 13D

CUSIP NO. 871951

                                                                    OMB APPROVAL

                              UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            (AMENDMENT NO.          )
                                          ---------

                              SYMPHONIX DEVICES, INC.
           --------------------------------------------------------
                                (Name of Issuer)


                                 COMMON STOCK
           --------------------------------------------------------
                          (Title of Class of Securities)


                                  871951 10 9
           --------------------------------------------------------
                                 (CUSIP Number)


                             APAX EXCELSIOR VI, L.P.
                                445 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-6300
           --------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                November 10, 2000
           --------------------------------------------------------
            (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  / /.

<PAGE>


                                 SCHEDULE 13D
CUSIP NO. 871951


-------------------------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
     PERSONS

     APAX Excelsior VI, L.P.
-------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER                             (a)  / /
     OF A GROUP*                                                       (b)  /X/
-------------------------------------------------------------------------------
 3   SEC USE ONLY

-------------------------------------------------------------------------------
 4   SOURCE OF FUNDS*                                                        WC

-------------------------------------------------------------------------------
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(D) OR 2(E)  / /
-------------------------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION                              Delaware

-------------------------------------------------------------------------------
     NUMBER OF                7   SOLE VOTING POWER                   2,390,010
      SHARES                 --------------------------------------------------
    BENEFICIALLY              8   SHARED VOTING POWER                         0
      OWNED BY               --------------------------------------------------
        EACH                  9   SOLE DISPOSITIVE POWER              2,390,010
      REPORTING              --------------------------------------------------
     PERSON WITH              10  SHARED DISPOSITIVE POWER                    0
-------------------------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,390,010

-------------------------------------------------------------------------------
 12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     / /

-------------------------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   12.1%

-------------------------------------------------------------------------------
 14  TYPE OF REPORTING PERSON*                                               PN

-------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
           INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
        (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



<PAGE>

                                 SCHEDULE 13D
CUSIP NO. 871951


-------------------------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
     PERSONS

     APAX Excelsior VI Partners, L.P.
-------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER                             (a)  / /
     OF A GROUP*                                                       (b)  /X/
-------------------------------------------------------------------------------
 3   SEC USE ONLY

-------------------------------------------------------------------------------
 4   SOURCE OF FUNDS*                                                        WC

-------------------------------------------------------------------------------
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(D) OR 2(E)  / /
-------------------------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION                              Delaware

-------------------------------------------------------------------------------
     NUMBER OF                7   SOLE VOTING POWER                   2,460,630
      SHARES                 --------------------------------------------------
    BENEFICIALLY              8   SHARED VOTING POWER                         0
      OWNED BY               --------------------------------------------------
        EACH                  9   SOLE DISPOSITIVE POWER              2,460,630
      REPORTING              --------------------------------------------------
     PERSON WITH              10  SHARED DISPOSITIVE POWER                    0
-------------------------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,460,630

-------------------------------------------------------------------------------
 12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     / /

-------------------------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   12.5%

-------------------------------------------------------------------------------
 14  TYPE OF REPORTING PERSON*                                               PN

-------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
           INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
        (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


<PAGE>
                                 SCHEDULE 13D
CUSIP NO. 871951


-------------------------------------------------------------------------------
 1   NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
     PERSONS

     Patricof & Co. Managers Inc.
-------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER                             (a)  / /
     OF A GROUP*                                                       (b)  /X/
-------------------------------------------------------------------------------
 3   SEC USE ONLY

-------------------------------------------------------------------------------
 4   SOURCE OF FUNDS*                                                        WC

-------------------------------------------------------------------------------
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(D) OR 2(E)                                                     / /
-------------------------------------------------------------------------------
 6   CITIZENSHIP OR PLACE OF ORGANIZATION                              New York

-------------------------------------------------------------------------------
     NUMBER OF                7   SOLE VOTING POWER                   2,460,630
      SHARES                 --------------------------------------------------
    BENEFICIALLY              8   SHARED VOTING POWER                         0
      OWNED BY               --------------------------------------------------
        EACH                  9   SOLE DISPOSITIVE POWER              2,460,630
      REPORTING              --------------------------------------------------
     PERSON WITH              10  SHARED DISPOSITIVE POWER                    0
-------------------------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,460,630

-------------------------------------------------------------------------------
 12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     / /

-------------------------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   12.5%

-------------------------------------------------------------------------------
 14  TYPE OF REPORTING PERSON*                                               CO

-------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
           INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
        (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

<PAGE>


                                 SCHEDULE 13D
CUSIP NO. 871951


This Schedule 13D is being filed pursuant to Rule 13D-1(a)(1) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange Act
of 1934, as amended, on behalf of (i) Patricof & Co. Managers Inc., a New
York corporation ("PCM"), (ii) APAX Excelsior VI Partners, L.P., a Delaware
limited partnership of which PCM is the general partner ("AEP"), and (iii)
APAX Excelsior VI, L.P. a Delaware limited partnership of which AEP is the
general partner ("AE," and collectively with PCM and AEP, the "Reporting
Persons") to report the acquisition by AE of beneficial ownership of in
excess of five percent (5%) of the Common Stock of Symphonix Devices, Inc.
(the "Reportable Transaction") as a result of the acquisition by AE of
2,039,010 shares of Common Stock of Symphonix Devices, Inc.("Symphonix") and
the acquisition by Patricof Private Investment Club III, L.P., a Delaware
limited partnership of which AEP is the general partner ("PPIC") of 70,620
shares of Common Stock of Symphonix.

ITEM 1.  Security and Issuer

This statement on Schedule 13D (the "Schedule 13D")  relates to the Common
Stock, par value $0.001 per share (the "Common Stock") of Symphonix Devices,
Inc., a Delaware corporation.  The address of the principal executive offices
of Symphonix is 2331 Zanker Road, San Jose, California 95131-1107.

ITEM 2.  IDENTITY AND BACKGROUND

Information as to each executive officer and director of PCM is set forth on
Schedule A hereto and is incorporated herein by this reference.  As stated
above, PCM is the general partner of AEP, and AEP is the general partner of
AE.

     (a)    Name of Person

              (i)   Patricof & Co. Managers Inc.
             (ii)   APAX Excelsior VI Partners, L.P.
            (iii)   APAX Excelsior VI, L.P.

     (b)    Place of Organization, Principal Business and Address of
Principal Business and Principal Office:

              (i)   PCM is a privately held New York corporation the purpose
                    of which to act as the general partner of AEP.  PCM's
                    principal business and office address is 445 Park Avenue,
                    New York, New York 10022.

             (ii)   AEP is a Delaware limited partnership the purpose of
                    which is to act as the general partner of AE.  AEP's
                    principal business and office address is 445 Park Avenue,
                    New York, New York 10022.

            (iii)   AE is a Delaware limited partnership and is a private
                    equity limited partnership.  AE's principal business and
                    office address is 445 Park Avenue, New York, New York
                    10022.

     (c)    Legal Proceedings

            None of the Reporting Persons nor, to the best of each Reporting
            Person's knowledge, any person named on Schedule A hereto, has
            during the last five years been convicted in a criminal
            proceeding (excluding traffic violations or similar misdemeanors)
            or was a

<PAGE>


                                 SCHEDULE 13D
CUSIP NO. 871951


            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.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Prior to November 10, 2000, none of the Reporting Persons beneficially owned
any shares of Common Stock.  Pursuant to the Common Stock Purchase Agreement,
dated as of September 18, 2000, by and between Symphonix, AE, and certain
other persons signatory thereto (the "Purchase Agreement"), AE purchased from
Symphonix 2,390,010 shares of Common Stock and PPIC purchased 70,620 shares
of Common Stock for an aggregate purchase price of $10,000,000.32.  The
source of the funds used for AE's and PPIC's purchase of the shares of Common
Stock was working capital, all of which was AE's and PPIC's own funds,
respectively.

ITEM 4.  PURPOSE OF TRANSACTION

     The shares of Common Stock purchased by AE and PPIC were acquired  for
investment purposes and not with the present intention of acquiring control
of Symphonix's business.

     Although upon purchase of the shares of Common Stock AE obtained the
right to appoint one person to Symphonix's Board of Directors, such right
will not result in AE controlling the Board of Directors or Symphonix's
business.

     Pursuant to the Purchase Agreement, AE acquired an aggregate of
2,390,010 shares of Common Stock and PPIC acquired 70,620 shares of Common
Stock.  As of November 10, 2000, the outstanding Common Stock of Symphonix
consisted of 19,685,040 shares of Common Stock.

     Assuming the conditions set forth in the Purchase Agreement are
satisfied, AE and PPIC also may acquire additional shares of Common Stock
pursuant to certain terms of the Purchase Agreement, which terms are
described in Item 6 below.

     The Reporting Persons may from time to time acquire beneficial ownership
of additional Common Stock and from time to time cease to have beneficial
ownership of Common Stock, depending on price, market conditions,
availability of funds, evaluation of alternative investments and other
factors.  Such acquisitions or dispositions may result from investment
decisions by AE or PPIC.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

     (a)    See Cover Pages, Items 11 and 13.  AE may be deemed to
beneficially own 2,390,010 shares of Common Stock constituting approximately
12.1% of the issued and outstanding Common Stock of Symphonix.

     As AEP is the general partner of AE and PPIC, AEP may be deemed to be
the beneficial owner of the 2,390,010 shares Common Stock beneficially owned
by AE and the 70,620 shares of Common Stock beneficially owned by PPIC, for
an aggregate of 2,460,630 shares of Common Stock.

     As PCM is the general partner of AEP, PCM may be deemed to be the
beneficial owner of the Common Stock beneficially owned by AEP.

<PAGE>

                                 SCHEDULE 13D
CUSIP NO. 871951

     The aggregate percentage of Common Stock reported in Item 13 of the
Cover Page is based upon the 19,685,040 shares of Common Stock outstanding as
of November 10, 2000, as represented by Symphonix in the Purchase Agreement.

     (b)    See Cover Pages, Items 7 through 10.  AE is the direct beneficial
owner of 2,390,010 shares of Common Stock, PPIC is the direct beneficial
owner of 70,620 shares of Common Stock, and each of AEP and PCM is the
indirect beneficial owner of 2,460,630 shares of Common Stock.

     (c)    Except as described in Item 4 hereof, none of the Reporting
Persons has, during the past 60 days, engaged in any transactions in the
Common Stock.

     (d)    Not applicable.

     (e)    Not applicable

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
         RESPECT TO SECURITIES OF THE ISSUER.

None of the Reporting Persons have any contracts, arrangements,
understandings or relationships with Symphonix or with any other person with
respect specifically to the securities of Symphonix, except as set forth
below.

The description of the Purchase Agreement set forth in Item 4 hereof is
hereby incorporated by reference.  As described in Item 4, AE purchased
2,390,010 shares of Common Stock and PPIC purchased 70,620 shares of Common
Stock pursuant to the Purchase Agreement.  AE and PPIC have the right to
maintain their percentage interests in the total number of outstanding shares
of Common Stock of Symphonix in the event of future sales by Symphonix of
additional shares of securities from Symphonix under the terms specified in
the Purchase Agreement.

In addition, in the event that the market price of Symphonix declines,
Symphonix may be required to issue additional shares of Common Stock to
investors, including AE and PPIC, at no additional cost to those investors
pursuant to a purchase price adjustment.  The purchase price adjustment
allows the investors, at any time until November 10, 2002, to calculate an
adjusted per share purchase price equal to the average closing market price
of the common stock as reported on the Nasdaq National Market for the
thirty-three (33) consecutive trading days immediately preceding the date of
the adjustment. Those investors who desire to participate in this purchase
price adjustment will receive additional shares of common stock equal to the
difference between the number of shares which each investor could have
purchased based on the adjusted per share purchase price at the investor's
original investment amount and the number of shares originally purchased.
Each investor may participate in a purchase price adjustment only once during
the two-year period. A possible consequence of the investors' right to
adjust their purchase price is that the investors could, in the aggregate,
control a majority of the voting power of Symphonix.

The description contained in this Item 6 of the Purchase Agreement is
qualified in its entirety by reference to the full text of the Purchase
Agreement which is incorporated by reference herein and was filed as
Exhibit 10.1 to Symphonix's Current Report on Form 8-K filed November 2, 2000.

<PAGE>

                                 SCHEDULE 13D
CUSIP NO. 871951


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

The following document is incorporated by reference as an exhibit to this
statement:

Common Stock Purchase Agreement dated September 18, 2000, among
Symphonix and certain investors, including AE and PPIC, included as Exhibit
10.1 to Symphonix's Current Report on Form 8-K filed November 2, 2000.







<PAGE>

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.

PATRICOF & CO. MANAGERS INC.


By: /s/ Janet G. Effland              November 16, 2000
  -------------------------------
   Name:   Janet G. Effland
   Title:  Vice President


APAX EXCELSIOR PARTNERS VI, L.P.

By:  Patricof & Co. Managers Inc.

By: /s/ Janet G. Effland              November 16, 2000
  -------------------------------
   Name:   Janet G. Effland
   Title:  Vice President


APAX EXCELSIOR VI, L.P.

By:  Apex Excelsior Partners VI, L.P.

By:  Patricof & Co. Managers Inc.


By: /s/ Janet G. Effland              November 16, 2000
  -------------------------------
   Name:   Janet G. Effland
   Title:  Vice President

<PAGE>

                                 SCHEDULE A

Patricof & Co. Managers Inc.

     Alan Patricof; Chairman of the Board of Directors, President and Treasurer

     Salem D. Shuchman; Director and Vice President

     George M. Jenkins; Director and Vice President

     Janet G. Effland; Director and Vice President

     Robert M. Chefitz; Director and Vice President

     Gregory M. Case; Director and Vice President

     Thomas P. Hirschfield; Vice President

     David A. Landau; Vice President

     George D. Phipps; Vice President

     Lori F. Rafield; Vice President

     Ted Schell; Vice President

     Paul A. Vais; Vice President

     Arthur Burach; Vice President-Finance and Secretary

     Lawrence G. Goodman, Esq.  Assistant Secretary


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