-----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, HprqIXP1wR4T10z6K9qxbEGzJf/zFyETaWwroFU4PAFN5yZjyhgIhNE+jqlwgbBU AoAU88mClhtFtQILNonrXA== 0000922996-99-000003.txt : 19990217 0000922996-99-000003.hdr.sgml : 19990217 ACCESSION NUMBER: 0000922996-99-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIOGENESIS CORP CENTRAL INDEX KEY: 0001013465 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770352469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48593 FILM NUMBER: 99542547 BUSINESS ADDRESS: STREET 1: 540 OAKMEAD PKWY CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4083288500 MAIL ADDRESS: STREET 1: 540 OAKMEAD PKWY CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL FUND IV LP CENTRAL INDEX KEY: 0001026813 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 MAIL ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ Schedule 13G (Rule 13D-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)1 CardioGenesis Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 14159K10 (CUSIP Number) -------------------- - --------------------- 1The 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). (Continued on following page(s)) Page 1 of 7 Pages CUSIP No. 14159K10 13G Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Centennial Fund IV, L.P. (84-1240398) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,658,500 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,658,500 PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,658,500 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.5% 12 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14159K10 13G Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Centennial Holdings IV, L.P. (84-1240397) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,658,500 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,658,500 PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,658,500 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.5% 12 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: CardioGenesis Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 540 Oakmead Parkway, Sunnyvale, California 94086 Item 2(a). Name(s) of Person(s) Filing: This Statement is filed by Centennial Fund IV, L.P., a Delaware limited partnership ("Fund IV"), by virtue of its direct beneficial ownership of the Issuer's common stock (the "Shares"), and by Centennial Holdings IV, L.P., a Delaware limited partnership ("Holdings IV"), by virtue of being the sole general partner of Fund IV. Steven C. Halstedt, Jeffrey H. Schutz, Adam Goldman, Donald H. Parsons, Jr., and David C. Hull, Jr. are the sole general partners of Holdings IV (the "Individual Partners"). By virtue of the relationships described above and their roles with Fund IV and Holdings IV, each of the Individual Partners may be deemed to control Fund IV and Holdings IV and may be deemed to possess indirect beneficial ownership of the Shares held by Fund IV. However, none of the Individual Partners, acting alone, has voting or investment power with respect to the Shares directly beneficially held by Fund IV, and, as a result, each Individual Partner disclaims beneficial ownership of the Shares held by Fund IV. Criterion Venture Partners III, Limited ("Criterion III") is also the direct beneficial owner of Shares as set forth in Item 4 below. CVP III General Partner ("Criterion Holdings") is the sole general partner of Criterion III, and accordingly may be deemed to beneficially own the Shares held by Criterion III. Jeffrey H. Schutz, David C. Hull, Jr. and Criterion Investments, Inc. ("Criterion Investments") are the sole general partners of Criterion Holdings (the "Criterion Partners"). Criterion Investments has investment and voting authority with respect to actions directed by Criterion Holdings on behalf of Criterion III, and accordingly Criterion Investments may be deemed to beneficially own the Shares held by Criterion III. Centennial Holdings, Inc. ("CHI") owns all of the outstanding stock of Criterion Investments, and accordingly may be deemed to beneficially own the Shares held by Criterion III. Each of the Individual Partners are officers, directors and shareholders of CHI. However, no Individual Partner or other person, acting alone, has voting or investment power with respect to CHI and, as a result, each Individual Partner disclaims beneficial ownership of the Shares held by Criterion III. Each of Other than Criterion Investments, each of the Criterion Partners disclaims beneficial ownership of the Shares held by Criterion III. Fund IV, Holdings IV and the Individual Partners each disclaim beneficial ownership of the Shares held by Criterion III. Criterion III, Criterion Holdings, the Criterion Partners and CHI each disclaim beneficial ownership of the Shares held by Fund IV. Item 2(b). Address of Principal Business Office or, if None, Residence 1428 Fifteenth Street, Denver, Colorado 80202 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 14159K10 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7, (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Not applicable Item 4. Ownership. (a) Amount beneficially owned: Fund IV directly beneficially owns 1,647,800 Shares. In addition, David C. Hull, Jr. holds an option to acquire 10,700 Shares, which option is held on behalf of Fund IV. By virtue of the relationships described in this Statement, Holdings IV may be deemed to beneficially own the Shares directly and indirectly beneficially owned by Fund IV. Criterion III directly beneficially owns 351,636 Shares. In addition, David C. Hull, Jr. holds an option to acquire 1,600 Shares, which option is held on behalf of Criterion III. Such option is not vested. By virtue of the relationships described in this Statement, Criterion Holdings, Criterion Investments and CHI may be deemed to beneficially own the Shares directly beneficially owned by Criterion III. (b) Percent of class: The 1,658,500 Shares directly and indirectly beneficially held by Fund IV represent approximately 13.5% of the 12,281,845 outstanding Shares as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,658,500 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 1,658,500 (iv) Shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable 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 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 9, 1999 (Date) /s/Adam Goldman (Signature) Adam Goldman, as general partner of Centennial Holdings IV, L.P., general partner of Centennial Fund IV, L.P. (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----