<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
New Era of Networks, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
644312100
--------------
(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. 644312100 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
850,621
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
850,621
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,621
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 14 pages
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CUSIP No. 644312100 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
412,345
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
412,345
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,345
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 14 pages
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CUSIP No. 644312100 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
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 14 pages
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CUSIP No. 644312100 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
0
6 SHARED VOTING POWER
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 14 pages
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CUSIP No. 644312100 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
0
6 SHARED VOTING POWER
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 14 pages
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CUSIP No. 644312100 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
0
6 SHARED VOTING POWER
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 14 pages
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CUSIP No. 644312100 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
0
6 SHARED VOTING POWER
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 14 pages
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CUSIP No. 644312100 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
0
6 SHARED VOTING POWER
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 14 pages
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CUSIP No. 644312100 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
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 14 pages
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CUSIP No. 644312100 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
1,262,966
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,262,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 14 pages
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Introductory Note: This Statement on Schedule 13G is filed 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, Ray A. Rothrock, Kimberley A.
Rummelsburg and Anthony Sun in respect of shares of Common Stock of New Era of
Networks Inc.
Item 1(a) Name of Issuer
New Era of Networks, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
7400 East Orchard Road, #230
Englewood, CO 80111
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
644312100
Item 3 Not applicable.
Page 12 of 14 pages
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Item 4 Ownership
(a) and (b)
Venrock beneficially owns 850,621 shares or 9.4% of the
outstanding shares of common stock. Venrock II beneficially
owns 412,345 shares or 4.6% of the outstanding shares of
common stock.
All eight General Partners beneficially own 1,262,966 shares
or 13.9% of the outstanding shares of common stock.
(c)
All eight General Partners have shared voting and shared
dispositive powers with respect to the 1,262,966 shares
collectively owned by Venrock and Venrock II. None of the
General Partners have sole voting or sole dispositive power
over the shares.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More than Five Percent of 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>
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
