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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CardioThoracic Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
141907105
--------------
(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. 141907105 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 14 pages
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CUSIP No. 141907105 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 14 pages
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CUSIP No. 141907105 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 14 pages
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CUSIP No. 141907105 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
26,252
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
26,252
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,252
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 14 pages
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CUSIP No. 141907105 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
12,851
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
12,851
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,851
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 14 pages
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CUSIP No. 141907105 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
23,519
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
23,519
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,519
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 14 pages
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CUSIP No. 141907105 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
27,822
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
27,822
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,822
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 14 pages
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CUSIP No. 141907105 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
12,456
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
12,456
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,456
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 14 pages
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CUSIP No. 141907105 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
2,962
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,962
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,962
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 14 pages
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CUSIP No. 141907105 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
25,698
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
25,698
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,698
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
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
CardioThoracic Systems, Inc.
The Schedule is amended as follows:
Item 1(a) Name of Issuer
CardioThoracic Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
10600 North Tantau Avenue
Cupertino, CA 95014-0739
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
141907105
Item 3 Not applicable.
Item 4 Ownership
(a) and (b)
Venrock and Venrock II beneficially own no shares or 0% of the
outstanding shares of common stock.
Mark W. Bailey beneficially owns no shares or 0% of the
outstanding shares of common stock. Anthony B. Evnin
beneficially owns 26,252 shares or 0.2% of the outstanding
shares of common
Page 12 of 14 pages
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stock. David R. Hathaway beneficially owns 12,851 shares or
0.1% of the outstanding shares of common stock. Patrick F.
Latterell beneficially owns 23,519 shares or 0.2% of the
outstanding shares of common stock. Ted H. McCourtney
beneficially owns 27,822 shares or 0.2% of the outstanding
shares of common stock. Ray A. Rothrock beneficially owns
12,456 shares or 0.1% of the outstanding shares of common
stock. Kimberley A. Rummelsburg beneficially owns 2,962 shares
or 0.02% of the outstanding shares of common stock. Anthony
Sun beneficially owns 25,698 shares or 0.2% 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 no shares of common stock. Anthony B.
Evnin has sole voting and dispositive power over 26,252 shares
of common stock. Anthony B. Evnin has shared voting and
dispositive power over no shares of common stock. David R.
Hathaway has sole voting and dispositive power over 12,851
shares of common stock. David R. Hathaway has shared voting
and dispositive power over no shares of common stock. Patrick
F. Latterell has sole voting and dispositive power over 23,519
shares of common stock. Patrick F. Latterell has shared voting
and dispositive power over no shares of common stock. Ted H.
McCourtney has sole voting and dispositive power over 27,822
shares of common stock. Ted H. McCourtney has shared voting
and dispositive power over no shares of common stock. Ray A.
Rothrock has sole voting and dispositive power over 12,456
shares of common stock. Ray A. Rothrock has shared voting and
dispositive power over no 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 2,962 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 25,698 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
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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
