-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjH5oXzQVbSC/yYrVtH2huaOAKomHsR1sKh+BDD5OtHyU8oczZhBw4tNLflyHs/V PxkBuZuCUF9d3+ApJDmTpg== 0001104659-02-000421.txt : 20020414 0001104659-02-000421.hdr.sgml : 20020414 ACCESSION NUMBER: 0001104659-02-000421 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORVIS CORP CENTRAL INDEX KEY: 0001060490 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 522041343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60745 FILM NUMBER: 02544493 BUSINESS ADDRESS: STREET 1: 7015 ALBERT EINSTEIN DR CITY: COLUMBIA STATE: MD ZIP: 21046-9400 BUSINESS PHONE: 4432594000 MAIL ADDRESS: STREET 1: 7015 ALBERT EINSTEIN DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-9400 FORMER COMPANY: FORMER CONFORMED NAME: NOVA TELECOMMUNICATIONS INC /MD/ DATE OF NAME CHANGE: 19990301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERITECH CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001105343 IRS NUMBER: 770516201 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 MIDDLEFIELD ROAD STREET 2: SUITE 201 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6504752200 MAIL ADDRESS: STREET 1: 90 MIDDLEFIELD ROAD STREET 2: SUITE 201 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 j2751_sc13ga.htm SC 13G/A Schedule 13G

SEC 1745
(6-01)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: October 31, 2002

 

SCHEDULE 13G

Estimated average burden hours per response. . 14.9

 

INFOMRATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.  1)*

 

Corvis Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

221009103

(CUSIP Number)

 

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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).

 

Exhibit Index Contained on Page 11

 



 

 

CUSIP No.  221009103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MeriTech Capital Partners L.P. (“MCP”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,360,477 shares, except that MeriTech Capital Associates, L.L.C. (“MCA”), the general partner of MCP, may be deemed to have sole voting power, and Paul Madera (“Madera”), and Michael Gordon (“Gordon”), the managing members of MCA, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
1,360,477 shares, except that MCA, the general partner of MCP, may be deemed to have sole dispositive power, and Madera and Gordon, the managing members of MCA, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,477

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.38%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

CUSIP No.  221009103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MeriTech Capital Affiliates L.P. (“MCAF”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
22,059 shares, except that MCA, the general partner of MCAF, may be deemed to have sole voting power, and Madera and Gordon, the managing members of MCA, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
22,059 shares, except that MCA, the general partner of MCAF, may be deemed to have sole dispositive power, and Madera and Gordon, the managing members of MCA, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,059

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.01%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No.  221009103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MeriTech Capital Associates, L.L.C. (“MCA”)
Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA, the general partner of MCP and MCAF, may be deemed to have sole voting power, and Madera and Gordon, the managing members of MCA, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA, the general partner of MCP and MCAF, may be deemed to have sole dispositive power, and Madera and Gordon, the managing members of MCA, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,536

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.38%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

CUSIP No.  221009103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Paul Madera (“Madera”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA is the general partner of MCP and MCAF, and Madera, a managing member of MCA, may be deemed to have shared power to vote these shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA is the general partner of MCP and MCAF, and Madera, a managing member of MCA, may be deemed to have shared power to dispose of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,536

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.38%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

CUSIP No.  221009103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Gordon (“Gordon”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
9,972 shares.

 

6.

Shared Voting Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA is the general partner of MCP and MCAF, and Gordon, a managing member of MCA, may be deemed to have shared power to vote these shares.

 

7.

Sole Dispositive Power
9,972 shares.

 

8.

Shared Dispositive Power
1,382,536 shares, of which 1,360,477 are directly owned by MCP and 22,059 shares are directly owned by MCAF.  MCA is the general partner of MCP and MCAF, and Gordon, a managing member of MCA, may be deemed to have shared power to dispose of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,392,508

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.39%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6



 

Item 1.

 

(a)

Name of Issuer
Corvis Corporation

 

 

 

 

(b)

Address of Issuer's Principal Executive Offices
7015 Albert Einstein Drive
P.O. Box 9400
Columbia, MD 21046-9400

 

Item 2.

 

(a)

Name of Person Filing
This Statement is filed by MeriTech Capital Partners L.P., a Delaware limited partnership (“MCP”), MeriTech Capital Affiliates L.P., a Delaware limited partnership (“MCAF”), MeriTech Capital Associates L.L.C., a Delaware limited liability company (“MCA”), Paul Madera (“Madera”) and Michael Gordon (“Gordon”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

MCA is the general partner of MCP and MCAF, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP and MCAF.  Madera and Gordon are managing members of MCA and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP and MCAF.

 

 

 

 

(b)

Address of Principal Business Office or, if none, Residence
The address for each of the Reporting Persons is:

MeriTech Capital Partners

285 Hamilton Avenue, Suite 200
Palo Alto, CA  94301

 

 

 

 

(c)

Citizenship
MCP and MCAF, are Delaware limited partnerships.  MCA is a Delaware limited liability company.  Madera and Gordon are United States citizens.

 

 

 

 

(d)

Title of Class of Securities
Common Stock

 

 

 

 

(e)

CUSIP Number
CUSIP # 221009103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

Not Applicable

 

7



 

Item 4.

Ownership.

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2001:

 

 

(a)

Amount beneficially owned:    See Row 9 of cover page for each Reporting Person.

 

 

 

 

(b)

Percent of class:    See Row 11 of cover page for each Reporting Person.

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person.

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person.

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person.

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person.

 

8



 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

This amendment is being filed to report the fact that each Reporting Person has ceased to be a beneficial owner of more than five percent of the common stock of Corvis Corporation.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Under certain circumstances set forth in the limited partnership agreements of MCP and MCAF and the limited liability company agreement of MCA, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

 

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.

 

 

9



 

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.

 

Date:  February 14, 2002

MERITECH CAPITAL PARTNERS L.P., a Delaware Limited Partnership
By:  MeriTech Capital Associates L.L.C., a Delaware Limited Liability Company
Its:  General Partner

 

 

 

MERITECH CAPITAL AFFILIATES L.P., a Delaware Limited Partnership
By:  MeriTech Capital Associates L.L.C., a Delaware Limited Liability Company
Its:  General Partner

 

 

 

MERITECH CAPITAL ASSOCIATES L.L.C., a Delaware Limited Liability Company
By:  MeriTech Management Associates L.L.C., a Delaware Limited Liability Company
Its:  Managing Member

 

 

 

 

By:

/s/ Paul Madera

 

 

Paul Madera

 

 

Member

 

 

 

 

 

 

 

PAUL MADERA

 

 

 

 

By:

/s/ Paul Madera

 

 

Paul Madera

 

 

 

 

 

 

 

MICHAEL GORDON

 

 

 

 

By:

/s/ Michael Gordon

 

 

Michael Gordon

 

 

10



 

EXHIBIT INDEX

 

 

 

 

Exhibit

 

Found on Sequentially Numbered Page

 

 

 

Exhibit A:  Agreement of Joint Filing

 

12

 

 

11



 

EXHIBIT A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Corvis Corporation shall be filed on behalf of each of the Reporting Persons.  Note that copies of the applicable Agreement of Joint Filing, dated February 14, 2001, are already on file with the appropriate agencies.

 

 

12


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