-----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, M9ltP1dU2hGWjv5S6CNwMMMljp5lHgFertYXK/lOiolRzXjFBttIJL2OgiiqaYo5 b8A82h17XbkRYUQGNyoXPw== 0000893755-04-000011.txt : 20041108 0000893755-04-000011.hdr.sgml : 20041108 20041108151944 ACCESSION NUMBER: 0000893755-04-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041108 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY FUNDING MEDICAL PARTNERS I L P CENTRAL INDEX KEY: 0000893755 IRS NUMBER: 943166762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00124 FILM NUMBER: 041125550 BUSINESS ADDRESS: STREET 1: C/O TECHNOLOGY FUNDING, INC. STREET 2: 1107 INVESTMENT BLVD, SUITE 180 CITY: ELDORADO HILLS STATE: CA ZIP: 95762 BUSINESS PHONE: 916-941-1400 MAIL ADDRESS: STREET 1: C/O TECHNOLOGY FUNDING, INC STREET 2: 1107 INVESTMENT BLVD, SUITE 180 CITY: ELDORADO HILLS STATE: CA ZIP: 95762 8-K 1 mp18k1104.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2004 Technology Funding Medical Partners I, L.P. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-3166762 - --------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1107 Investment Boulevard, Suite 180 El Dorado Hills, California 95762 - ----------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) (916) 941-1400 --------------------------------------------------- Registrant's telephone number, including area code Item 8.01. Other Events ------------ Pursuant to Article 15 of the Amended and Restated Limited Partnership Agreement, Technology Funding Medical Partners I, L.P., (the "Partnership") has liquidated its assets and on November 5, 2004, sent a final distribution and notice of the Partnership's termination to Limited Partners. Upon the filing of a certificate of cancellation with the Secretary of State of the State of Delaware, the Partnership shall stand terminated. The Partnership incorporates by reference the documents listed below: The Partnership's Amended and Restated Limited Partnership Agreement filed on July 8, 2002, on Form 8-K. The Partnership's 2003 annual report on Form 10-K, filed on March 25, 2004, file number 814-00124. The Partnership's quarterly report on Form 10-Q for the period ending March 31, 2004, filed on May 12, 2004, file number 814-00124. The Partnership's quarterly report on Form 10-Q for the period ending June 30, 2004, filed on August 12, 2004, file number 814-00124. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 Letter to Limited Partners dated November 5, 2004, titled "Termination and Final Distribution." SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P. By: TECHNOLOGY FUNDING INC. TECHNOLOGY FUNDING LTD. Managing General Partners Date: November 8, 2004 By: /s/ Charles R. Kokesh ------------------------------ Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. EX-99 2 mp1exh99-1.txt Exh. 99.1 November 5, 2004 Technology Funding Medical Partners I, L.P. Re: Termination and Final Distribution Dear Limited Partner: As you know, Technology Funding Medical Partners I, L.P. (the "Partnership") has been in liquidation since its term expired on December 31, 2002. The Partnership has completed the liquidation process, and the Certificate of Cancellation will be filed with the Secretary of State of the State of Delaware on or around November 10, 2004. As the last step in the liquidation process, the Managing General Partners on November 3, 2004, declared a final distribution of $16.39 per Limited Partner unit, totaling $1,306,629, to Limited Partners of record as of October 31, 2004. Your final distribution check and a statement setting forth the assets and liabilities of the Partnership as of its termination, as required by Article 15.02 of the Amended and Restated Limited Partnership Agreement, are enclosed with this letter. If you are an IRA, Keogh or pension plan investor, or your distributions have been otherwise directed to a trustee/custodian or third party, your distribution has been mailed directly to your trustee/custodian or third party. The only additional communication you will receive from the Partnership is a Schedule K-1 with the tax information you will need to complete your 2003 federal and state tax returns. Schedule K-1s will be mailed in the first quarter of 2005. Liquidation Process - ------------------- In 2002, the Partnership's Independent General Partners ("IGPs") adopted a plan of liquidation and approved the retention of Burnham Securities, Inc., an independent third party, to value the Partnership's private holdings and seek buyers for those assets. In September 2001, the Partnership began to liquidate its publicly traded holdings. In 2003, Acusphere, Inc., conducted an initial public offering. After the expiration of the 180-day lock-up period in April 2004, the Partnership continued the liquidation process, selling all of its Acusphere and LifeCell Corporation shares on the open market for net proceeds of $1,344,832. In November 2002, the Partnership sold its investment in R2 Technology, Inc., a private company in the biotechnology industry, to a third party identified by Burnham for $209,670 and a realized gain of $75,402. In 2003, the three remaining private companies in the portfolio - Prolinx, Inc., Periodontix, Inc., and Triangle Biomedical Sciences, Inc. - were written off. Prolinx filed for bankruptcy and went out of business in March 2003. Periodontix sold its assets to Demegen, Inc., in July 2001. Under the terms of the sale, the Partnership received nothing for its Periodontix shares. After a review of the sale documents and discussions with the Partnership's certified public accountants, the IGPs determined that the shares had no value, and the investment was written down to zero. Triangle Biomedical is a small private company that acquired 100% of the Partnership's interest in Naiad Technologies, Inc., in August 1999 after Naiad's investor group concluded that the company could not survive as an independent entity. The Partnership received shares in Triangle in exchange for its Naiad shares. Burnham received no bids for the Partnership's Triangle Biomedical shares, and the Triangle investment, which had a cost basis of $10,614, was subsequently written down to zero. The Partnership expects no further return on its investments in these three entities, and all three investments have been written off for tax purposes. The Partnership's venture capital limited partnership investment, Medical Science Partners II, L.P., terminated on December 31, 2003. In May 2004, the Partnership received notice from Medical Science Partners II that it will receive a final distribution from this investment consisting of a small number of shares in six privately held companies. The IGPs subsequently retained Burnham to appraise those assets and identify potential buyers. The Partnership anticipates that the value of these private holdings will be negligible and immaterial to the Partnership's liquidation. In May 2004, the Managing General Partners declared an interim distribution of $13 per Limited Partner Unit totaling $1,036,308. Distribution checks were mailed to Limited Partners or their designated trustee/custodian on or about May 20, 2004. At their regular quarterly meeting in September 2004, the IGPs reviewed the costs associated with winding down the Partnership, including reasonable provision for payment of all current, contingent and unmatured claims and liabilities. By unanimous vote, the IGPs directed the Managing General Partners to set aside $248,135 to cover the wind-down costs of the Partnership and proceed with the termination of the Partnership, as outlined in Article 15 of the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement"), including the final distribution to Limited Partners. If you have any additional questions about the Fund's dissolution, liquidation and termination, please call Client Services at 800-821-5323. Thank you, Technology Funding I. FINANCIAL INFORMATION STATEMENTS OF NET ASSETS IN LIQUIDATION - --------------------------------------- (unaudited) October 31, 2004 ------------- ASSETS Equity investments $ -- Cash and cash equivalents 1,558,135 --------- Total assets $1,558,135 ========= LIABILITIES AND PARTNERS' CAPITAL Accounts payable and accrued expenses $ -- Due to related parties, net -- Estimated liquidation and hold-back costs 248,135 --------- Total liabilities 248,135 Partners' capital: Limited Partners (79,716 Units outstanding) 1,306,629 General Partners 3,371 --------- Total partners' capital 1,310,000 --------- Total liabilities and partners' capital $1,558,135 ========= -----END PRIVACY-ENHANCED MESSAGE-----