UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GARDEN FRESH RESTAURANT CORP.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
365 235 100
(CUSIP Number)
Sorrento Ventures, a California limited partnership
4370 La Jolla Village Drive, Suite 1040
San Diego, CA 92122
Sorrento Ventures II, L.P.
4370 La Jolla Village Drive, Suite 1040
San Diego, CA 92122
(619) 452-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 22, 1997
January 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. ___
Check the following box if a fee is being paid with the statement ___. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 365 236 100
1. NAME OF REP0RTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sorrento Ventures, a Californis limited partnership; 33-0240743
Sorrento Ventures II, L.P.; 33-0486242
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __x__
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
Sorrento Ventures, a California limited partnership: 95,247
Sorrent Ventures II, L.P.: 186,282
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
Sorrento Ventures, a California limited partnership: 95,247
Sorrento Ventures II, L.P.: 186,282
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sorrento Ventures, a California limited partnership: 95,247
Sorrento Ventures II, L.P.: 186,282
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Sorrento Ventures, a California limited partnership: 2.32%
Sorrento Ventures II, L.P.: 4.54%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT*
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer:
Title and class of equity securities to which the statement relates:
Common Stock, $.01 par value
Name and Address of the Principal Executive Offices of the Issuer:
Garden Fresh Restaurant Corp.
17180 Bernardo Center Drive
San Diego, California 92128
Item 2. Identity and Background
(a) Name:
Sorrento Ventures, a California limited partnership
Sorrento Ventures II, L.P.
(b) Place of Organization:
California
(c) Principal Business and Principal Business Address:
Venture capital funds.
4370 La Jolla Village Drive, Suite 1040
San Diego, CA 92122
(d) Whether or not, during the last five years, either filing entity has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case:
Neither filing entity has, during the last 5 years, been convicted in
a criminal proceeding.
<PAGE>
(e) Whether nor not, during the last five years, either filing entity was
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws; and, if so, identify and describe such proceedings and
summarize the terms of such judgment, decree or final order:
Neither filing entity has, during the last 5 years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or findng any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
No funds were paid or received by the filing entities as a consequence
of the events requiring the filing of this amendment.
Item 4. Purpose of Transaction:
The transaction requiring this amended report was the distribution of
shares of the Common Stock of the issuer by Sorrento Ventures, a California
limited partnerhsip, to its partners. On January 22, 1997, 75,060 shares were
distributed, and on January 24, 1997 an additional 20,187 shares were
distributed to the partners. Of the shares distributed, 18,411 were distributed
to Robert M. Jaffe, the President of Sorrento Associates, Inc., the ultimate
General Partner of the filing entities, and 940 shares were distributed to
Sorrento Associates, Inc.
<PAGE>
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number of shares of Common Stock beneficially owned
by Sorrento Ventures, a California limited partnership, after the
distribution is 0.
The aggregate number of shares of Common Stock beneficially owned
by Sorrento Ventures II, L.P. is 186,282; 18,411 shares are owned
beneficially by Robert M. Jaffe; and 940 shares are owned
beneficially by Sorrento Associates, Inc., which together
represents 4.948% of the total outstanding shares of Common Stock
of the issuer.
(b) Each of Sorrento Ventures II L.P., Robert M. Jaffe and Sorrento
Associates, Inc. has sole power to vote or direct the voting, and
the sole power to dispose or direct the disposition, of the
shares of Common Stock held by it or him.
(c) Other than the distribution of the shares of Common Stock to the
partners of Sorrento Ventures, a California limited partnership,
no transactions in the Common Stock of the issuer have been
effected by the filing entities during the past 60 days.
(d) Each of Sorrento Ventures II, L.P., Robert M. Jaffe and Sorrento
Associates, Inc. has the right to receive and the right to direct
the receipt of the benefits of dividends from the issuer and the
proceeds from any sale of the issuer's Common Stock held by him
or it.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer:
The filing persons are under common control, in that each has the same
ultimate general partner.
Item 7. Material to be Filed as Exhibits.
None
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.
January 31, 1997
Sorrento Ventures, a California
limited partnership
By: Sorrento Associates, Inc., Its
General Partner
By: /s/ Robert M. Jaffe
Robert M. Jaffe, President
Sorrento Ventures II, L.P.
By: Sorrento Equity Partners, L.P.,
Its General Partner
By: Sorrento Associates, Inc.,
Its General Partner
By: /s/ Robert M. Jaffe
Robert M. Jaffe, President
