-----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, RzwUlFDQZoVSotirNYl/8TEzHxnIoWeTs7d3k9U5q50b0gQi/WgbrjzrnO5KwMNc q8zAOtqzNS7QxEL23qVfOQ== 0001072613-03-000288.txt : 20030213 0001072613-03-000288.hdr.sgml : 20030213 20030213143404 ACCESSION NUMBER: 0001072613-03-000288 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 GROUP MEMBERS: C. RICHARD KRAMLICH GROUP MEMBERS: CHARLES W. NEWHALL III GROUP MEMBERS: JOHN M. NEHRA GROUP MEMBERS: MARK W. PERRY GROUP MEMBERS: NANCY L. DORMAN GROUP MEMBERS: NEA PARTNERS 9, L.P. GROUP MEMBERS: PETER J. BARRIS GROUP MEMBERS: PETER T. MORRIS GROUP MEMBERS: RONALD KASE GROUP MEMBERS: STEWART ALSOP II GROUP MEMBERS: THOMAS C. MCCONNELL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 9 LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001102947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE FIBER OPTIC PRODUCTS INC CENTRAL INDEX KEY: 0001122342 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770417039 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60751 FILM NUMBER: 03558667 BUSINESS ADDRESS: STREET 1: 735 NORTH PASTORIA AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 408-736-69 MAIL ADDRESS: STREET 1: 735 NORTH PASTORIA AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE FIBER OPTICS PRODUCTS INC DATE OF NAME CHANGE: 20000822 SC 13G/A 1 sch13g-alliance_11716b.txt SCHEDULE 13G/A - ALLIANCE FIBER OPTIC PRODUCTS ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* ALLIANCE FIBER OPTIC PRODUCTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 01868O108 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] 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). ================================================================================ ITEM 1(A). NAME OF ISSUER: Alliance Fiber Optic Products, Inc. -------------- ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: ----------------------------------------------- 735 North Pastoria Avenue, Sunnyvale, CA 94005. ITEM 2(A). NAMES OF PERSONS FILING: ----------------------- New Enterprise Associates 9, Limited Partnership ("NEA 9"); NEA Partners 9, Limited Partnership ("NEA Partners 9"), which is the sole general partner of NEA 9; and Stewart Alsop II ("Alsop"), Peter J. Barris ("Barris"), Nancy L. Dorman ("Dorman"), Ronald Kase ("Kase"), C. Richard Kramlich ("Kramlich"), Thomas C. McConnell ("McConnell"), Peter T. Morris ("Morris"), John M. Nehra ("Nehra") Charles W. Newhall III ("Newhall") and Mark W. Perry ("Perry") (the "General Partners"). The General Partners are individual general partners of NEA Partners 9. The persons named in this paragraph are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: ----------------------------------------------------------- The address of the principal business office of NEA 9, NEA Partners 9, Dorman, Nehra and Newhall is New Enterprise Associates, 1119 St. Paul Street, Baltimore, Maryland 21202. The address of the principal business office of Alsop, Kase, Kramlich, McConnell, Morris and Perry is New Enterprise Associates, 2490 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris is One Freedom Square, 11951 Freedom Drive, Suite 1240, Reston, Virginia 20190. ITEM 2(C). CITIZENSHIP: ----------- Each of NEA 9 and NEA Partners 9 is a limited partnership organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen. ITEM 2(D). TITLE OF CLASS OF SECURITIES: ---------------------------- Common Stock, $.001 par value ("Common Stock"). ITEM 2(E). CUSIP NUMBER: 01868O108. ------------ ITEM 4. OWNERSHIP. --------- (a) Amount Beneficially Owned: NEA 9 is the record owner of 1,999,546 shares of Common Stock (the "Record Shares") as of December 31, 2002. As the sole general partner of NEA 9, NEA Partners 9 may be deemed to own beneficially the Record Shares. As the general partners of NEA Partners 9, the sole general partner of NEA 9, each of Alsop, Barris, Dorman, Kase, Kramlich, McConnell, Morris, Nehra, Newhall and Perry may also be deemed to own beneficially the Record Shares. Therefore, each Reporting Person may be deemed to own beneficially 1,999,546 shares. MORRIS' OPTION SHARES HAVE EXPIRED; THUS, MORRIS IS DEEMED TO OWN BENEFICIALLY THE RECORD SHARES. (b) Percent of Class: Each Reporting Person: 5.6%. The foregoing percentage is calculated based on the 35,510,579 shares of Common Stock reported to be outstanding as of November 8, 2002, as adjusted pursuant to Rule 13d-3(d)(1). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares for each Reporting Person. (ii) shared power to vote or to direct the vote: 1,999,546 shares for each Reporting Person. (iii) sole power to dispose or to direct the disposition of: 0 shares for each Reporting Person. (iv) shared power to dispose or to direct the disposition of: 1,999,546 shares for each Reporting Person. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. -------------------------------------------- Not applicable. All other items reported on the Schedule 13G dated as of February 14, 2002 and filed on behalf of the Reporting Persons with respect to the Common Stock of Alliance Fiber Optic Products, Inc. remain unchanged. SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 13, 2003 NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP By: NEA PARTNERS 9, LIMITED PARTNERSHIP By: * -------------------------------- Charles W. Newhall III General Partner NEA PARTNERS 9, LIMITED PARTNERSHIP By: * ------------------------------- Charles W. Newhall III General Partner * - ------------------------------ Stewart Alsop II * - ------------------------------ Peter J. Barris * - ------------------------------ Ronald Kase * - ------------------------------ John M. Nehra * - ------------------------------ C. Richard Kramlich * - ------------------------------ Thomas C. McConnell * - ------------------------------ Charles W. Newhall III * - ------------------------------ Peter T. Morris * - ------------------------------ Mark W. Perry *By: /s/ Nancy L. Dorman ---------------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - -------------------------------------------------------------------------------- This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc. and on February 16, 1999 in connection with a Schedule 13G for Applied Imaging Corp. which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. EXHIBIT 1 --------- AGREEMENT --------- Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Alliance Fiber Optic Products, Inc. EXECUTED as a sealed instrument this 13th day of February, 2003. NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP By: NEA PARTNERS 9, LIMITED PARTNERSHIP By: * ------------------------------ Charles W. Newhall III General Partner NEA PARTNERS 9, LIMITED PARTNERSHIP By: * ------------------------------ Charles W. Newhall III General Partner * - ------------------------------ Stewart Alsop II * - ------------------------------ Peter J. Barris * - ------------------------------ Ronald H. Kase * - ------------------------------ C. Richard Kramlich * - ------------------------------ Thomas C. McConnell * - ------------------------------ Peter T. Morris * - ------------------------------ John M. Nehra * - ------------------------------ Charles W. Newhall III * - ------------------------------ Mark W. Perry *By: /s/ Nancy L. Dorman ---------------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - -------------------------------------------------------------------------------- This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc. and on February 16, 1999 in connection with a Schedule 13G for Applied Imaging Corp. which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. EXHIBIT 2 --------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd day of April, 1991. /s/ Raymond L. Bank ------------------------------------- Raymond L. Bank /s/ Thomas R. Baruch ------------------------------------- Thomas R. Baruch /s/ Cornelius C. Bond, Jr. ------------------------------------- Cornelius C. Bond, Jr. /s/ Frank A. Bonsal, Jr. ------------------------------------- Frank A. Bonsal, Jr. /s/ James A. Cole ------------------------------------- James A. Cole /s/ Nancy L. Dorman ------------------------------------- Nancy L. Dorman /s/ Neal M. Douglas ------------------------------------- Neal M. Douglas /s/ John W. Glynn, Jr. ------------------------------------- John W. Glynn, Jr. /s/ Curran W. Harvey ------------------------------------- Curran W. Harvey /s/ Ronald Kase ------------------------------------- Ronald Kase /s/ C. Richard Kramlich ------------------------------------- C. Richard Kramlich /s/ Robert F. Kuhling ------------------------------------- Robert F. Kuhling /s/ Arthur J. Marks ------------------------------------- Arthur J. Marks /s/ Thomas C. McConnell ------------------------------------- Thomas C. McConnell /s/ Donald L. Murfin ------------------------------------- Donald L. Murfin /s/ H. Leland Murphy ------------------------------------- H. Leland Murphy /s/ John M. Nehra ------------------------------------- John M. Nehra /s/ Charles W. Newhall III ------------------------------------- Charles W. Newhall III /s/ Terry L. Opdendyk ------------------------------------- Terry L. Opdendyk /s/ Barbara J. Perrier ------------------------------------- Barbara J. Perrier /s/ C. Vincent Prothro ------------------------------------- C. Vincent Prothro /s/ C. Woodrow Rea, Jr. ------------------------------------- C. Woodrow Rea, Jr. /s/ Howard D. Wolfe, Jr. ------------------------------------- Howard D. Wolfe, Jr. /s/ Nora M. Zietz ------------------------------------- Nora M. Zietz POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of January, 1994. /s/ Peter J. Barris ------------------------------------- Peter J. Barris /s/ Debra E. King ------------------------------------- Debra E. King /s/ Peter T. Morris ------------------------------------- Peter. T. Morris /s/ Hugh Y. Rienhoff, Jr. ------------------------------------- Hugh Y. Rienhoff, Jr. /s/ Alexander Slusky ------------------------------------- Alexander Slusky /s/ Louis B. Van Dyck ------------------------------------- Louis B. Van Dyck POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 1999. /s/ Mark W. Perry ------------------------------------- Mark W. Perry /s/ Stewart Alsop II ------------------------------------- Stewart Alsop II -----END PRIVACY-ENHANCED MESSAGE-----