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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check Point Software Technologies, Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
333-4946
--------------
(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 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).
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CUSIP No. 333-4946 13G Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates
I.R.S. #13-6300995
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
444,181
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
444,181
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,181
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 14 pages
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CUSIP No. 333-4946 13G Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venrock Associates II, L.P.
I.R.S. #13-3844754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
98,829
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
98,829
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,829
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 14 pages
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CUSIP No. 333-4946 13G Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark W. Bailey
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,010
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 14 pages
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CUSIP No. 333-4946 13G Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony B. Evnin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
70,401
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
70,401
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,411
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 14 pages
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CUSIP No. 333-4946 13G Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Hathaway
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
70,696
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
70,696
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 14 pages
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CUSIP No. 333-4946 13G Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick F. Latterell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
72,528
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
72,528
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,538
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 14 pages
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CUSIP No. 333-4946 13G Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted H. McCourtney
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
80,486
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
80,486
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,496
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 14 pages
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CUSIP No. 333-4946 13G Page 9 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ray A. Rothrock
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
30,360
6 SHARED VOTING POWER
543,010
7 SOLE DISPOSITIVE POWER
30,360
8 SHARED DISPOSITIVE POWER
543,010
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,370
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 14 pages
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CUSIP No. 333-4946 13G Page 10 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kimberley A. Rummelsburg
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
548,644
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
548,644
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
548,644
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 14 pages
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CUSIP No. 333-4946 13G Page 11 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Sun
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
626,566
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
626,566
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
626,566
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 14 pages
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Introduction: This Amendment No. 1 amends a Statement on
Schedule 13G (the "Schedule") filed with the Securities and Exchange Commission
on February 14, 1997 on behalf of Venrock Associates, a limited partnership
organized under the laws of the State of New York, Venrock Associates II, L.P.,
a limited partnership organized under the laws of the State of New York, Mark W.
Bailey, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H.
McCourtney, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of
Common Stock of Check Point Software Technologies, Ltd.
The Schedule is amended as follows:
Item 1(a) Name of Issuer
Check Point Software Technologies, Ltd.
Item 1(b) Address of Issuer's Principal Executive Offices
400 Seaport Court, Suite 105
Redwood City, CA 94063
Item 2(a) Name of Person Filing
Venrock Associates ("Venrock")
Venrock Associates II, L.P. ("Venrock II")
Mark W. Bailey
Anthony B. Evnin
David R. Hathaway
Patrick F. Latterell
Ted H. McCourtney
Ray A. Rothrock
Kimberley A. Rummelsburg
Anthony Sun
Item 2(b) Address of Principal Business Office or, if none, Residence
30 Rockefeller Plaza
Room 5508
New York, New York 10112
Item 2(c) Citizenship
Venrock and Venrock II are limited partnerships organized in
the State of New York. Mark W. Bailey, Anthony B. Evnin, David
R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A.
Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General
Partners of Venrock and Venrock II and all are citizens of the
United States of America.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
333-4946
Item 3 Not applicable.
Item 4 Ownership
(a) and (b)
Venrock beneficially owns 444,181 shares or 1.3% of the
outstanding shares of common stock. Venrock II beneficially
owns 98,829 shares or 0.3% of the outstanding shares of common
stock.
Page 12 of 14 Pages
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Mark W. Bailey beneficially owns 543,010 shares or 0.2% of the
outstanding shares of common stock. Anthony B. Evnin
beneficially owns 613,411 shares or 1.9% of the outstanding
shares of common stock. David R. Hathaway beneficially owns
613,706 shares or 1.9% of the outstanding shares of common
stock. Patrick F. Latterell beneficially owns 615,538 shares
or 1.9% of the outstanding shares of common stock. Ted H.
McCourtney beneficially owns 623,496 shares or 1.9% of the
outstanding shares of common stock. Ray A. Rothrock
beneficially owns 573,370 shares or 1.7% of the outstanding
shares of common stock. Kimberley A. Rummelsburg beneficially
owns 548,644 shares or 1.7% of the outstanding shares of
common stock. Anthony Sun beneficially owns 626,566 shares or
1.9% of the outstanding shares of common stock.
(c)
Mark W. Bailey has sole voting and dispositive power over no
shares of common stock. Mark W. Bailey has shared voting and
dispositive power over 543,010 shares of common stock. Anthony
B. Evnin has sole voting and dispositive power over 70,401
shares of common stock. Anthony B. Evnin has shared voting and
dispositive power over 543,010 shares of common stock. David
R. Hathaway has sole voting and dispositive power over 70,696
shares of common stock. David R. Hathaway has shared voting
and dispositive power over 543,010 shares of common stock.
Patrick F. Latterell has sole voting and dispositive power
over 72,528 shares of common stock. Patrick F. Latterell has
shared voting and dispositive power over 543,010 shares of
common stock. Ted H. McCourtney has sole voting and
dispositive power over 80,486 shares of common stock. Ted H.
McCourtney has shared voting and dispositive power over
543,010 shares of common stock. Ray A. Rothrock has sole
voting and dispositive power over 30,360 shares of common
stock. Ray A. Rothrock has shared voting and dispositive power
over 543,010 shares of common stock. Kimberley A. Rummelsburg
has sole voting and dispositive power over no shares of common
stock. Kimberley A. Rummelsburg has shared voting and
dispositive power over 548,644 shares of common stock. Anthony
Sun has sole voting and dispositive power over no shares of
common stock. Anthony Sun has shared voting and dispositive
power over 626,566 shares of common stock.
Item 5 Ownership of Five Percent or Less of a Class
This Amendment No. 1 to the Schedule is being filed to report
the fact that each of the reporting persons has ceased to be
the beneficial owner of more than five percent of the
outstanding shares of common stock.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person
No person, other than the General Partners of Venrock and
Venrock II, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the shares of common stock owned by Venrock and Venrock
II.
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
This schedule is being filed pursuant to Rule 13d-1(c). The
identities of the eight General Partners of Venrock and
Venrock II are stated in Item 2.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
Page 13 of 14 Pages
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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.
February 13, 1998 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 GENERAL PARTNERS
/s/ Mark W. Bailey
-----------------------------
Mark W. Bailey
/s/ Anthony B. Evnin
-----------------------------
Anthony B. Evnin
/s/ David R. Hathaway
-----------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-----------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-----------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-----------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-----------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-----------------------------
Anthony Sun
Page 14 of 14 Pages
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Exhibit 1
---------
AGREEMENT
Pursuant to Rule 13d-1(f) promulgated pursuant to the Securities
Exchange Act of 1934, as amended, the undersigned agree that the attached
Schedule 13G is being filed on behalf of each of the undersigned.
February 13, 1998 VENROCK ASSOCIATES
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 VENROCK ASSOCIATES II, L.P.
By: /s/ Ted H. McCourtney
--------------------------
Ted H. McCourtney
General Partner
February 13, 1998 GENERAL PARTNERS
/s/ Mark W. Bailey
-----------------------------
Mark W. Bailey
/s/ Anthony B. Evnin
-----------------------------
Anthony B. Evnin
/s/ David R. Hathaway
-----------------------------
David R. Hathaway
/s/ Patrick F. Latterell
-----------------------------
Patrick F. Latterell
/s/ Ted H. McCourtney
-----------------------------
Ted H. McCourtney
/s/ Ray A. Rothrock
-----------------------------
Ray A. Rothrock
/s/ Kimberley A. Rummelsburg
-----------------------------
Kimberley A. Rummelsburg
/s/ Anthony Sun
-----------------------------
Anthony Sun
