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SCHEDULE 13D
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CUSIP NO. 871951 PAGE 1 OF 9 PAGES
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UNITED STATES ----------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 ----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __1___)
SYMPHONIX DEVICES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
871951 10 9
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(CUSIP Number)
APAX EXCELSIOR VI, L.P.
445 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-6300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 10, 2000
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(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 / /
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PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS APAX Excelsior VI, L.P.
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
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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* 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 2,390,010
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 2,390,010
REPORTING
PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,390,010
EACH REPORT PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
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14 TYPE OF REPORTING PERSON* PN
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*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.
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PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSONS APAX Excelsior VI Partners, L.P.
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
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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* 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 2,460,630
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 2,460,630
REPORTING
PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,460,630
EACH REPORTING PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
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14 TYPE OF REPORTING PERSON* PN
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*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.
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PAGE 4 OF 9 PAGES
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1 NAME OF REPORTING PERSONS or Patricof & Co. Managers Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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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* 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 New York
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7 SOLE VOTING POWER 2,460,630
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 2,460,630
REPORTING
PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,460,630
BY EACH REPORTING PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
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14 TYPE OF REPORTING PERSON* CO
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*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.
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PAGE 5 OF 9 PAGES
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1 NAME OF REPORTING PERSONS Patricof Private Investment Club III, L.P.
S.S. or I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS
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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* 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 70,620
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 70,620
REPORTING
PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 70,620
BY EACH REPORTING PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
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14 TYPE OF REPORTING PERSON* PN
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*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.
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PAGE 6 OF 9 PAGES
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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"), (iii)
Patricof Private Investment Club III, L.P., a Delaware limited partnership of
which AEP is the general partner("PPIC") and(iv) APAX Excelsior VI, L.P. a
Delaware limited partnership of which AEP is the general partner ("AE," and
collectively with PCM, AEP and PPIC the "Reporting Persons") to report the
acquisition by PPIC and 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
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.
(iv) Patricof Private Investment Club III, 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.
(iv) PPIC is a Delaware limited partnership and is a private
equity limited partnership. PPIC's principal place of
business and office address is 445 Park Avenue, New York,
New York 10022.
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PAGE 7 OF 9 PAGES
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(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
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, PPIC 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.
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PAGE 8 OF 9 PAGES
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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, and PPIC may be deemed to
beneficially hold 0.4% 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.
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
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PAGE 9 OF 9 PAGES
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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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed 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.
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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 January 4, 20001
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Name: Janet G. Effland
Title: Vice President
APAX EXCELSIOR VI PARTNERS., L.P.
By: Patricof & Co. Managers Inc.
By: /s/ Janet G. Effland January 4, 2001
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Name: Janet G. Effland
Title: Vice President
APAX EXCELSIOR VI, L.P.
By: Apex Excelsior VI Partners, L.P.
By: Patricof & Co. Managers Inc.
By: /s/ Janet G. Effland January 4, 2001
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Name: Janet G. Effland
Title: Vice President
PATRICOF PRIVATE INVESTMENT CLUB III, L.P.
By:Apax Excelsior VI Partners, L.P.
By: Patricof & Co. Managers Inc.
By: /s/ Janet G. Effland January 4, 2001
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Name: Janet G. Effland
Title: Vice President
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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
