Valley Ventures II, L.P. SC 13D/A #2 06-19-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
LogicVision,
Inc.
(Name
of
Issuer)
Common
Stock, par value $0.0001 per share
(Title
of
Class of Securities)
54140W
10
7
(CUSIP
Number)
Gregg
E.
Adkin, Valley Ventures II, L.P.
80
East
Rio Salada Parkway, Suite 710
Tempe,
Arizona 85281
(480)
661-6600
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
23,
2006
(Date
of
Event Which Requires Filing of This Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
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
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 revisions of the Act (however, see the
Notes).
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
Valley
Ventures II, L.P. |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
|
WC |
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
866,229
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
0
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
866,229
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
866,229
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
4.6%
(1) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
PN |
____________________
(1) Based
on 18,934,024 shares of LogicVision, Inc. (the “Company”) common stock, $0.0001
par value (“Common Stock”) outstanding as of April 30, 2006, as reported on the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006.
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
Valley
Ventures III, L.P. |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
WC |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
1,431,697
shares
|
|
|
______________
|
8
|
SHARED
VOTING POWER
|
0
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
1,431,697
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
1,431,697
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
7.6%
(1) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
PN |
____________________
(1) Based
on 18,934,024 shares of the Company’s Common Stock outstanding as of April 30,
2006, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006.
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
VV
II Management, L.L.C. |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
AF |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
866,229
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
0
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
866,229
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
866,229
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
4.6%
(1) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
OO |
____________________
(1) Based
on 18,934,024 shares of the Company’s Common Stock outstanding as of April 30,
2006, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006.
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
VV
III Management, L.L.C. |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
AF |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
1,431,697
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
0
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
1,431,697
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
1,431,697
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
7.6%
(1) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
OO |
____________________
(1) Based
on 18,934,024 shares of the Company’s Common Stock outstanding as of April 30,
2006, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006.
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
John
M. Holliman III |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
AF |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
2,297,926
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
0
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
2,297,926
shares
|
|
|
|
|
______________
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
2,297,926
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
12.1%
(1) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
IN |
____________________
(1) Based
on 18,934,024 shares of the Company’s Common Stock outstanding as of April 30,
2006, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006.
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
Gregg
E. Adkin |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
AF |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
35,000
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
2,297,926
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
35,000
shares
|
|
|
______________
|
10
|
SHARED
DISPOSITIVE POWER
|
2,297,926
shares
|
|
|
|
|
______________
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
2,332,926
shares (1) |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
12.3%
(2) |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
IN |
____________________
(1) Includes
35,000 shares of Common Stock that can be acquired upon the exercise of stock
options that are or will be exercisable within 60 days.
(2) Based
on 18,934,024 shares of the Company’s Common Stock outstanding as of April 30,
2006, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006.
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS |
|
Lawrence
J. Aldrich |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
|
|
(See
Instructions) |
(b) o
|
3
|
SEC
USE ONLY |
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions) |
|
AF |
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
|
TO
ITEM 2(d) or 2(e) |
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
shares
|
|
|
|
8
|
SHARED
VOTING POWER
|
0
shares
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
0
shares
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
0
shares |
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
|
(See
Instructions) |
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
0.0% |
14
|
TYPE
OF REPORTING PERSON (See Instructions) |
|
IN |
Item
1.
|
Security
and Issuer
|
This
Amendment No. 2 to Schedule 13D (the “Statement”) is filed in relation to the
Company’s Common Stock. The Company’s principal executive office address is 25
Metro Drive, Third Floor, San Jose, California 95110.
Item
2.
|
Identity
and Background
|
(a) This
Statement is jointly filed by the following persons (each a “Reporting
Person”):
|
·
|
Valley
Ventures II, L.P., a Delaware limited partnership (“Ventures
II”);
|
|
·
|
Valley
Ventures III, L.P., a Delaware limited partnership (“Ventures
III”);
|
|
·
|
VV
II Management, L.L.C., a Delaware limited liability company, which
is the
General Partner of Ventures II
(“VVII”);
|
|
·
|
VV
III Management, L.L.C., a Delaware limited liability company, which
is the
General Partner of Ventures III
(“VVIII”);
|
|
·
|
John
M. Holliman III, who is a managing member of VVII and VVIII and a
limited
partner of Ventures II and Ventures III
(“Holliman”);
|
|
·
|
Gregg
E. Adkin, who is a managing member of VVII and VVIII and a limited
partner
of Ventures II and Ventures III (“Adkin”);
and
|
|
·
|
Lawrence
J. Aldrich, who was formerly a managing member of VVIII and a limited
partner of Ventures III
(“Aldrich”).
|
(b)-(c)
The
business address of Ventures II and Ventures III is 80 East Rio Salado Parkway,
Suite 710, Tempe, Arizona 85281. Ventures II and Ventures III are venture
capital investment funds.
The
business address of VVII and VVIII is 80 East Rio Salado Parkway, Suite 710,
Tempe, Arizona 85281. VVII serves as the General Partner of Ventures II and
VVIII serves as the General Partner of Ventures III.
The
business address of Holliman is 80 East Rio Salado Parkway, Suite 710, Tempe,
Arizona 85281. Holliman is a venture capital investor who, among other things,
serves as a managing member of VVII and VVIII and who is a limited partner
of
Ventures II and Ventures III.
The
business address of Adkin is 80 East Rio Salado Parkway, Suite 710, Tempe,
Arizona 85281. Adkin is a venture capital investor who, among other things,
serves as a managing member of VVII and VVIII and who is a limited partner
of
Ventures II and Ventures III.
The
business address of Aldrich is 4280 N. Campbell Ave., Suite 214, Tucson, Arizona
85718. Aldrich is the Chief Operating Officer of The Critical Path Institute,
a
publicly-funded non-profit organization that fosters research and educational
programs intended to enable the pharmaceutical industry to safely accelerate
the
development of new medications.
(d) During
the last five years, none of the Reporting Persons have been convicted in a
criminal proceeding (excluding, if any, traffic violations or similar
misdemeanors).
(e)
During
the last five years, none of the Reporting Persons have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
as a
result of which proceeding, he, she or it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
(f) Holliman,
Adkin, and Aldrich are United States citizens.
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
On
June
27,
2006,
Ventures II acquired 317,300 shares of Common Stock and Ventures III acquired
524,431 shares of Common Stock. As reported on Amendment No. 1 to Schedule
13D,
as filed with the Securities and Exchange Commission on March 29, 2005
(“Amendment No. 1”), Ventures II and Ventures III received shares of Common
Stock from the Company as consideration for the Company’s acquisition of
SiVerion, Inc., an entity in which both Ventures II and Ventures III had
invested. As part of this acquisition, the Company agreed to pay Ventures II
and
Ventures III an additional sum of cash in November 2006 if the price of the
Company’s Common Stock was not trading at certain predetermined levels. In lieu
of this cash settlement, on June 23,
2006,
the Company and each of Ventures II and Ventures III agreed to accept additional
shares of the Company’s Common Stock, at a price equal to the trading price of
the Company’s Common Stock on the date of the acquisition in 2004, or $1.73 per
share. This Statement is being filed to report this acquisition.
Item
4.
|
Purpose
of Transaction
|
Ventures
II and Ventures III acquired the shares of Common Stock for investment. The
Reporting Persons currently do not have any plans or proposals that relate
to or
would result in any of the actions enumerated in Item 4 of Schedule
13D.
Item
5.
|
Interest
in Securities of the
Issuer
|
(a)-(b)
Ventures
II beneficially owns an aggregate of 866,229 shares of the Company’s Common
Stock, representing approximately 4.6% of the Company’s outstanding Common
Stock. Ventures II holds sole power to vote and to dispose of the shares that
it
owns.
Ventures
III beneficially owns an aggregate of 1,431,697 shares of the Company’s Common
Stock, representing approximately 7.6% of the Company’s outstanding Common
Stock. Ventures III holds sole power to vote and to dispose of the shares that
it owns.
VVII
beneficially owns an aggregate of 866,229 shares of the Company’s Common Stock,
representing approximately 4.6% of the Company’s outstanding Common Stock, by
virtue of its role as General Partner of Ventures II. As such, VVII has sole
power to vote or to direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock held by Ventures II. VVII disclaims
beneficial ownership of all shares of Common Stock held by Ventures II except
to
the extent that its interest in such shares arises from its interest, if any,
in
Ventures II.
VVIII
beneficially owns an aggregate of 1,431,697 shares of the Company’s Common
Stock, representing approximately 7.6% of the Company’s outstanding Common
Stock, by virtue of its role as General Partner of Ventures III. As such, VVIII
has sole power to vote or to direct the vote and sole power to dispose or direct
the disposition of shares of Common Stock held by Ventures III. VVIII disclaims
beneficial ownership of all shares of Common Stock held by Ventures III except
to the extent that its interest in such shares arises from its interest, if
any,
in Ventures III.
Holliman
beneficially owns an aggregate of 2,297,926 shares of the Company’s Common
Stock, representing approximately 12.1% of the Company’s outstanding Common
Stock, by virtue of his role as a managing member of VVII (which is the General
Partner of Ventures II) and as a managing member of VVIII (which is the General
Partner of Ventures III). Pursuant to the operating agreements of VVII and
VVIII, Holliman has (a) shared power to vote or to direct the vote of all
2,297,926 shares held by Ventures II and Ventures III; and (b) shared power
to
dispose or direct the disposition of all 2,297,926 shares held by Ventures
II
and Ventures III. Holliman disclaims beneficial ownership of all shares of
Common Stock held by Ventures II, Ventures III, VVII, or VVIII except to the
extent that his interests in such shares arises from his interest, if any,
in
such entities.
Adkin
beneficially owns an aggregate of 2,332,926 shares of the Company’s Common
Stock, representing approximately 12.3% of the Company’s outstanding Common
Stock, by virtue of (i) his role as a managing member of VVII (which is the
General Partner of Ventures II) and as a managing member of VVIII (which is
the
General Partner of Ventures III), and (ii) his ownership of options to acquire
35,000 shares of Common Stock, which will vest within 60 days of the filing
date
of this Statement. Pursuant to the operating agreements of VVII and VVIII,
Adkin
has (a) shared power to vote or to direct the vote of all 2,297,926 shares
held
by Ventures II and Ventures III; and (b) shared power to dispose or direct
the
disposition of all 2,297,926 shares held by Ventures II and Ventures III. Adkin
also has sole power to vote and dispose of the 35,000 shares of Common Stock
issuable upon exercise of the options that he holds. Adkin disclaims beneficial
ownership of all shares of Common Stock held by Ventures II, Ventures III,
VVII,
or VVIII except to the extent that his interests in such shares arises from
his
interest, if any, in such entities. Adkin holds options to acquire an additional
10,000 shares of the Company’s Common Stock, but such shares are not included in
the numbers shown in this Statement because such options are not exercisable
within 60 days of the filing date of this Statement.
Aldrich
beneficially owns an aggregate of 0 shares of the Company’s Common Stock,
representing 0% of the Company’s outstanding Common Stock. As reported on
Amendment No. 1, Aldrich was formerly a managing member of VVIII, which is
the
General Partner of Ventures III. Since the date of Amendment No. 1, Aldrich
resigned his position as managing member of VVIII. Accordingly, although he
remains a general member of VVIII and a limited partner in Ventures III, he
no
longer has any power to control VVIII or Ventures III, and in turn has no power
to control the vote or disposition of Common Stock held by Ventures
III.
(c)
On
May
12, 2006, Adkin acquired 10,000 non-qualified stock options to purchase shares
of Common Stock for $1.82 per share. These options vest on May 12, 2007. Other
than this acquisition, the Reporting Persons did not engage in any transactions
in the Company’s Common Stock affected during the past 60 days.
(d)
The
limited partners of Ventures II and Ventures III have the right to receive
dividends or proceeds from the sale of the Company’s Common Stock held by
Ventures II and Ventures III, respectively, according to the terms of those
entities’ respective partnership agreements.
(e)
Aldrich
ceased to be the beneficial owner of more than 5% of the Company’s Common Stock
since the date of Amendment No. 1 because he resigned his position as managing
member of VVIII, which is the General Partner of Ventures III. Although Mr.
Aldrich remains a general member of VVIII and a limited partner of Ventures
III,
he no longer has control over VVIII or Ventures III, and in turn has no power
to
control the vote or disposition of shares of the Company’s Common Stock held by
Ventures III.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
Not
applicable.
Item
7.
|
Material
to be Filed as Exhibits
|
The
following documents are included as exhibits to this
Schedule 13D:
Exhibit
A: Joint filing agreement of the signatories to this Statement (previously
filed).
SIGNATURES
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated:
June 27,
2006.
|
Valley
Ventures II, L.P.
|
|
|
|
By:
|
VV
II Management, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
/s/
Gregg E. Adkin
|
|
Gregg
E. Adkin, Managing Member
|
|
|
|
Valley
Ventures III, L.P.
|
|
|
|
By:
|
VV
III Management, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
/s/
Gregg E. Adkin
|
|
Gregg
E. Adkin, Managing Member
|
|
|
|
VV
II Management, L.L.C.
|
|
|
|
/s/
Gregg E. Adkin
|
|
Gregg
E. Adkin, Managing Member
|
|
|
|
VV
III Management, L.L.C.
|
|
|
|
/s/
Gregg E. Adkin
|
|
Gregg
E. Adkin, Managing Member
|
|
|
|
/s/
*
|
|
John
M. Holliman III
|
|
|
|
/s/
Gregg E. Adkin
|
|
Gregg
E. Adkin
|
|
|
|
/s/
*
|
|
Lawrence
J. Aldrich
|
|
|
|
*By:
|
/s/
Gregg E. Adkin
|
|
|
Gregg
E. Adkin, Attorney-in-Fact
|