<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DIGITAL GENERATIONS SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0002539211
- --------------------------------------------------------------------------------
(CUSIP Number)
*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
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON 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).
(CONTINUED ON FOLLOWING PAGES)
Page 1 of 17 Pages
Exhibit Index Contained on Page 14
<PAGE>
CUSIP NO. 0002539211 13G Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleiner Perkins Caufield & Byers VI, L.P., a
California Limited Partnership ("KPCB VI")
94-3157816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,167,592
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH - 0 -
8 SHARED DISPOSITIVE POWER
1,167,592
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,592
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB VI Associates, L.P., a California Limited
Partnership ("KPCB VI Associates") 94-3158010
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI.
WITH
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,592
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brook H. Byers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 328
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Byers
WITH is a general partner of KPCB VI
Associates. Mr. Byers disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
328
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Byers
is a general partner of KPCB VI
Associates. Mr. Byers disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,920
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinod Khosla
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Khosla
WITH is a general partner of KPCB VI
Associates. Mr. Khosla disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Khosla
is a general partner of KPCB VI
Associates. Mr. Khosla disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,592
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Floyd Kvamme
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 164
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Kvamme
WITH is a general partner of KPCB VI
Associates. Mr. Kvamme disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
164
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Kvamme
is a general partner of KPCB VI
Associates. Mr. Kvamme disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. John Doerr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 2,044
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Doerr
WITH is a general partner of KPCB VI
Associates. Mr. Doerr disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
2,044
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Doerr
is a general partner of KPCB VI
Associates. Mr. Doerr disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,169,636
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph S. Lacob
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 216
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Lacob
WITH is a general partner of KPCB VI
Associates. Mr. Lacob disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
216
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Lacob
is a general partner of KPCB VI
Associates. Mr. Lacob disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,808
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 9 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Lacroute
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 216
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI.
WITH Mr. Lacroute is a general partner of
KPCB VI Associates. Mr. Lacroute
disclaims beneficial ownership of
shares held directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
216
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI.
Mr. Lacroute is a general partner of
KPCB VI Associates. Mr. Lacroute
disclaims beneficial ownership of
shares held directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,808
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0002539211 13G Page 10 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Lally
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 310
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,167,592 shares directly held by
REPORTING KPCB VI. KPCB VI Associates is the
PERSON general partner of KPCB VI. Mr. Lally
WITH is a general partner of KPCB VI
Associates. Mr. Lally disclaims
beneficial ownership of shares held
directly by KPCB VI.
7 SOLE DISPOSITIVE POWER
310
8 SHARED DISPOSITIVE POWER
1,167,592 shares directly held by
KPCB VI. KPCB VI Associates is the
general partner of KPCB VI. Mr. Lally
is a general partner of KPCB VI
Associates. Mr. Lally disclaims
beneficial ownership of shares held
directly by KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,167,902
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17
ITEM 1(A). NAME OF ISSUER.
Digital Generations Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
875 Battery Street
San Francisco, California 94111
ITEM 2(A)-(C). NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING.
This statement is being filed by KPCB VI Associates, L.P., a
California Limited Partnership ("KPCB VI Associates"), whose principal business
address is 2750 Sand Hill Road, Menlo Park, California 94025. The names,
business addresses and citizenships of all the general partners of KPCB VI
Associates, are set forth on Exhibit B hereto.
KPCB VI Associates is general partner to Kleiner Perkins Caufield
& Byers VI, L.P., a California limited partnership ("KPCB VI"). With respect to
KPCB VI Associates, this statement relates only to KPCB VI Associates' indirect,
beneficial ownership of the shares of Common Stock of Digital Generations
Systems, Inc. held directly by KPCB VI (the "Shares") and, with respect to the
general partners of KPCB VI Associates, to the extent applicable, to the shares
over which each general partner exercises sole voting and dispositive control.
The Shares are held directly by KPCB VI, and KPCB VI Associates does not
directly or otherwise hold any Shares. Management of the business affairs of
KPCB VI Associates, including decisions respecting disposition and/or voting of
the Shares, is by majority decision of the general partners of KPCB VI
Associates listed on Exhibit B hereto, each general partner of whom disclaims
beneficial ownership of the Shares.
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER.
Common Stock
CUSIP # 0002539211
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
See Rows 5-11 of the cover pages hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
<PAGE>
Page 12 of 17
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership
agreements of KPCB VI and KPCB VI Associates, the general and
limited partners of such entities may have the right to receive
dividends on, or the proceeds from the sale of the Shares of
Digital Generations Systems, Inc. held by each such entity. No
such partner's rights relate to more than five percent of the
class.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
<PAGE>
Page 13 of 17
SIGNATURES
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: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
----------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH S. LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
----------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
----------------------------------
A General Partner
<PAGE>
Page 14 of 17
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 15
Exhibit B: List of General Partners of KPCB VI Associates 16
<PAGE>
Page 15 of 17
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1 of the Act the statement dated February 10, 1998,
containing the information required by Schedule 13G, for the 1,167,592 Shares of
Common Stock of Digital Generations Systems, Inc. held by Kleiner Perkins
Caufield & Byers VI, L.P., a California limited partnership, and, with respect
to the general partners, such other holdings as are reported therein.
Date: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By:
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
----------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
----------------------------------
A General Partner
<PAGE>
Page 16 of 17
EXHIBIT B
GENERAL PARTNERS OF
KPCB VI ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VI
Associates, is the following: (a) name; (b) business address and
(c) citizenship.
1. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Joseph Lacob
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
<PAGE>
Page 17 of 17
6. (a) Bernard Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
