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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Gadzoox Networks, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
362555 10 4
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(CUSIP Number)
January 16, 2000
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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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
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ITEM 1.
(a) NAME OF ISSUER: Gadzoox Networks, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICES:
5850 Hellyer Avenue, San Jose, CA 95138
ITEM 2. NAME OF PERSON FILING: ONSET Enterprise Associates II, L.P,
whose general partner is OEA II Management, LP, whose general
partners are Robert Kuhling and Terry Opdendyk. The persons
named in this paragraph are referred to individually herein as a
"Reporting Person" and collectively as the "Reporting Persons."
ITEM 4. AMOUNT BENEFICIALLY OWNED: Not applicable.
ITEM 5. If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X]
ALL OTHER ITEMS OF THIS SCHEDULE 13G REMAIN THE SAME AS REPORTED ON THE
SCHEDULE 13G DATED AS OF FEBRUARY 9, 2000 ON BEHALF OF THE REPORTING
PERSONS WITH RESPECT TO THE COMMON STOCK OF GADZOOX NETWORKS, INC.,
EXCEPT TO REFLECT THAT EACH OF THE REPORTING PERSONS HAS CEASED TO BE
THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE COMMON STOCK OF
GADZOOX NETWORKS, INC.
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SIGNATURES
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 14, 2000
ONSET ENTERPRISE ASSOCIATES II, L.P., LIMITED PARTNERSHIP
By: OEA II MANAGEMENT, LP
By: /s/ TERRY OPDENDYK
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General Partner
OEA II MANAGEMENT, LP
/s/ ROBERT KUHLING
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Robert Kuhling, General Partner
/s/ TERRY OPDENDYK
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Terry Opdendyk, General Partner
Page 3 of 3 pages
