-----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, ArlJTGOFZArpz/2GhvW2tOqkH2va8w4gI9CURA5rUJpcK97cdSxBG1cZIs3EfxK9 m6fFUvKuKJc93r2N7yI/Cw== 0001209191-07-050739.txt : 20070827 0001209191-07-050739.hdr.sgml : 20070827 20070827201031 ACCESSION NUMBER: 0001209191-07-050739 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070817 FILED AS OF DATE: 20070827 DATE AS OF CHANGE: 20070827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTRAOP MEDICAL CORP CENTRAL INDEX KEY: 0001120817 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870642947 FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 570 DEL REY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4086361020 MAIL ADDRESS: STREET 1: 570 DEL REY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: DIGITALPREVIEWS COM INC DATE OF NAME CHANGE: 20000801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lacuna LLC CENTRAL INDEX KEY: 0001379931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49735 FILM NUMBER: 071081961 BUSINESS ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-447-1700 MAIL ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lacuna Ventures GP LLLP CENTRAL INDEX KEY: 0001379928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49735 FILM NUMBER: 071081962 BUSINESS ADDRESS: STREET 1: 1100 SPRUCE STREET STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-447-1700 MAIL ADDRESS: STREET 1: 1100 SPRUCE STREET STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lacuna Venture Fund LLLP CENTRAL INDEX KEY: 0001379930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49735 FILM NUMBER: 071081963 BUSINESS ADDRESS: STREET 1: 1100 SPRUCE STREET STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-447-1700 MAIL ADDRESS: STREET 1: 1100 SPRUCE STREET STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 3 1 bdn49495_bdn6lvf.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-08-17 0 0001120817 INTRAOP MEDICAL CORP IOPM 0001379930 Lacuna Venture Fund LLLP 1100 SPRUCE STREET SUITE 202 BOULDER CO 80302 0 0 1 0 0001379928 Lacuna Ventures GP LLLP 1100 SPRUCE STREET SUITE 202 BOULDER CO 80302 0 0 1 0 0001379931 Lacuna LLC 1100 SPRUCE STREET SUITE 202 BOULDER CO 80302 0 0 1 0 Common Stock 15646746 D Warrant to purchase Common Stock (right to buy) 0 Common Stock 49577765 D Right to Buy Common Stock 6113306 D This Form 3 is filed by Lacuna Venture Fund LLLP ("Lacuna Venture"), Lacuna Ventures GP LLLP ("Lacuna GP") and Lacuna, LLC ("Lacuna LLC" and, together with Lacuna Venture and Lacuna GP, the "Lacuna Entities"). The Lacuna Entities expressly disclaim status as a "group" for purposes of this Form 3. The securities are held by Lacuna Venture and are indirectly owned by Lacuna GP and Lacuna LLC. Lacuna LLC serves as the sole general partner of Lacuna GP, which serves as the sole general partner of Lacuna Venture. Neither Lacuna LLC nor Lacuna GP directly owns any securities of the Issuer. Each of Lacuna Entities may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Venture. Each of Lacuna GP and Lacuna LLC disclaims beneficial ownership of the securities held by Lacuna Venture, except to the extent of its pecuniary interest therein. This warrant is exercisable at any time after the Second Closing Date (as defined in Section 3.2 of the Common Stock and Warrant Purchase Agreement dated as of August 17, 2007 (the "Agreement"), by and among the Issuer and the Reporting Person, among others, filed by the Issuer as Exhibit 10.34 to the Form 8-K filed with the Securities and Exchange Commission on August 23, 2007, and incorporated herein by reference), but prior to the tenth day after such Second Closing Date. The Issuer does not currently have sufficient authorized share capital available for this warrant to be exercised. Lacuna Venture has agreed to purchase these securities at the Second Closing (as defined in Section 3.2 of the Agreement) upon the satisfaction of certain terms and conditions of the Issuer, for the purchase price of $489,064.53. The Issuer does not currently have sufficient authorized share capital available for these shares to be purchased. This Form 3 is filed by Lacuna Venture Fund LLLP ("Lacuna Venture"), Lacuna Ventures GP LLLP ("Lacuna GP") and Lacuna, LLC ("Lacuna LLC" and, together with Lacuna Venture and Lacuna GP, the "Lacuna Entities"). The Lacuna Entities expressly disclaim status as a "group" for purposes of this Form 3. Laura M. Medina as Attorney in Fact for Lacuna Venture Fund LLLP 2007-08-27 Laura M. Medina as Attorney in Fact for Lacuna Ventures GP LLLP 2007-08-27 Laura M. Medina as Attorney in Fact for Lacuna, LLC 2007-08-27 EX-24 2 d49495lvf.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Laura M. Medina and Christopher R. Letang the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Intraop Medical Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned ceasing to be required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact ceasing to be employed by Lacuna, LLC, or its successor, or Cooley Godward Kronish LLP. IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 27th day of August, 2007. LACUNA VENTURE FUND LLLP By: Lacuna Ventures GP LLLP, its general partner By: Lacuna, LLC, its general partner By: /s/ J.K. Hullett ------------------------------------------------ J.K. Hullett, Member POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Laura M. Medina and Christopher R. Letang the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Intraop Medical Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned ceasing to be required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact ceasing to be employed by Lacuna, LLC, or its successor, or Cooley Godward Kronish LLP. IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 27th day of August, 2007. LACUNA VENTURES GP LLLP By: Lacuna, LLC, its general partner By: /s/ J.K. Hullett ------------------------------------- J.K. Hullett, Member POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Laura M. Medina and Christopher R. Letang the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Intraop Medical Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned ceasing to be required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact ceasing to be employed by Lacuna, LLC, or its successor, or Cooley Godward Kronish LLP. IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 27th day of August, 2007. LACUNA, LLC By: /s/ J.K. Hullett -------------------------------------- J.K. Hullett, Member -----END PRIVACY-ENHANCED MESSAGE-----