-----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, AfPfLmm7qERxqFrZCUHmKjOQFWpKVQlhkKWXLJdOt/JGqFkk+QgsNNEjeYWqmhWc 0AozfHz7ovFcHeKLEGb71g== 0000891618-99-000558.txt : 19990215 0000891618-99-000558.hdr.sgml : 19990215 ACCESSION NUMBER: 0000891618-99-000558 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTHROCARE CORP CENTRAL INDEX KEY: 0001005010 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943180312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48581 FILM NUMBER: 99537556 BUSINESS ADDRESS: STREET 1: 595 N PASTORIA AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087360224 MAIL ADDRESS: STREET 1: 595 NORTH PASTORIA AVE CITY: SUNNVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEWIS JOHN S CENTRAL INDEX KEY: 0001079424 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BLDG 1 STE 275 CITY: MENLO PARK STATE: CA ZIP: 94024 BUSINESS PHONE: 6508548000 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BLDG 1 STE 275 CITY: MENLO PARK STATE: CA ZIP: 94024 SC 13G/A 1 SCHEDULE 13G, AMENDMENT #2 1 ----------------------------------- OMB APPROVAL ----------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response..................14.90 ----------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ArthroCare Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 000043136100 - -------------------------------------------------------------------------------- (CUSIP Number) January 14, 1999 - -------------------------------------------------------------------------------- (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) [ ] 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 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (3-98) Page 1 of 7 pages 2 CUSIP No. 000043136100 --------------------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). John S. Lewis; Taxpayer ID Number: ###-##-#### --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Citizenship or Place of Organization United States --------------------------------------------------------------------- (5) Sole Voting Power Number of 129,606 shares of which 119,606 shares are held directly by Shares John S. Lewis and 10,000 shares which are held by Beneficially John S. Lewis IRA Charles Schwab & Co. Inc. Owned by -------------------------------------------------------------- Each (6) Shared Voting Power Reporting 7,954 shares which are held by the Lewis Family Person With: Partnership -------------------------------------------------------------- (7) Sole Dispositive Power 129,606 shares of which 119,606 shares are held directly by John S. Lewis and 10,000 shares which are held by John S. Lewis IRA Charles Schwab & Co. Inc. -------------------------------------------------------------- (8) Shared Dispositive Power 7,954 shares which are held by the Lewis Family Partnership -------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 137,560 --------------------------------------------------------------------- (10) Check Box if Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ X ] *Excludes 5,000 shares held in trusts for Mr. Lewis' children over which Mr. Lewis does not exercise voting or dispositive control. --------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) Less than 5% --------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions) IN --------------------------------------------------------------------- - ------------------------------------------------------------------------------- Page 2 of 7 Pages 3 CUSIP No. 000043136100 (1) Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Robert F. Kibble; Taxpayer ID Number: ###-##-#### --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Citizenship or Place of Organization United States --------------------------------------------------------------------- (5) Sole Voting Power Number of 112,785 shares held by the Robert F. Kibble Living Trust Shares -------------------------------------------------------- Beneficially (6) Shared Voting Power Owned by -0- Each -------------------------------------------------------- Reporting (7) Sole Dispositive Power Person With: 112,785 shares held by the Robert F. Kibble Living Trust -------------------------------------------------------- (8) Shared Dispositive Power -0- -------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 112,785 --------------------------------------------------------------------- (10) Check Box if Aggregate Amount in Row (9) Excludes Certain Shares(See Instructions) [ ] --------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) Less than 5% --------------------------------------------------------------------- (12) Type of Reporting Person(See Instructions) IN --------------------------------------------------------------------- Page 3 of 7 Pages 4 INSTRUCTIONS FOR SCHEDULE 13G Instructions for Cover Page (1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed -- i.e., each person required to sign the schedule itself -- including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entitles are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and that membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with the other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check row 2(b)]. (3) The third row is for SEC internal use; please leave blank. (4) Citizenship or Place of Organization -- Furnish citizenship if the named reporting person is a natural person. Otherwise, furnish place of organization. (5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person, Etc. -- Rows (5) through (9) inclusive, and (11) are to be completed in accordance with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded off to the nearest tenth (one place after decimal point). (10) Check if the aggregate amount reported as beneficially owned in row (9) does not include shares as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange Act of 1934. (12) Type of Reporting Person -- Please classify each "reporting person" according to the following breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form:
Category Symbol Broker Dealer BD Bank BK Insurance Company IC Investment Company IV Investment Adviser IA Employee Benefit Plan, Pension Fund, or Endowment Fund EP Parent Holding Company/Control Person HC Savings Association SA Church Plan CP Corporation CO Partnership PN Individual IN Other OO
Notes: Attach as many copies of the second part of the cover page as are needed, one reporting person per page. Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedules 13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover pages(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accordingly being considered as "filed" for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section of the Act. Reporting persons may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commission's regulations and meet exiting Securities Exchange Act rules as to such matters as clarity and also (Securities Exchange Act Rule 12b-12). Page 4 of 7 pages 5 SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to solicit the information required to be supplied by this schedule by certain security holders of certain issuers. Disclosure of the information specified in this schedule is mandatory, except for I.R.S. identification numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can use it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S. identification numbers, if furnished, will assist the Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities. Failure to disclose the information requested by this schedule, except for I.R.S. identification numbers, may result in civil or criminal action against the persons involved for violation of the Federal securities laws and rules promulgated thereunder. GENERAL INSTRUCTIONS A. Statements filed pursuant to Rule 13d-1(b) containing the information required by this schedule shall be filed not later than February 14 following the calendar year covered by the statement or within the time specified in Rule 13d-1(b)(2) and 13d-2(e). Statements filed pursuant to Rule 13d-1(e) shall be filed within the time specified in Rule 13d-1(e), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). B. Information contained in a form which is required to be filed by rules under section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule may be incorporated by reference in response to any of the items of this schedule. If such information is incorporated by reference in this schedule, copies of the relevant pages of such form shall be filed as an exhibit to this schedule. C. The items numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. Item 1. (a) Name of Issuer: ArthroCare Corporation (b) Address of Issuer's Principal Executive Offices: 595 North Pastoria Avenue, Sunnyvale, CA 94086 Item 2. (a) Name of Person Filing: This statement is filed by John S. Lewis ("Lewis") and Robert F. Kibble ("Kibble"). The foregoing individuals are collectively referred to as the "Reporting Persons." (b) Address of Principal Business Office or, if none, Residence: Paragon Venture Partners, 3000 Sand Hill Road, Bldg. 1, Suite 275, Menlo Park, CA 94025 (c) Citizenship: Both Lewis and Kibble are United States citizens (d) Title of Class of Securities: Common Stock (c) CUSIP Number: 000043136100 Item 3. If this statement is filed pursuant to Sections 240.134-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 39(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). Page 5 of 7 Pages 6 (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (e) [ ] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount of beneficially owed: See Row 9 of cover page for each Reporting Person. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Instruction. For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] Instruction: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identify and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Page 6 of 7 pages 7 If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(e) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ITEM 10. CERTIFICATES (a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set in this statement is true, complete and correct. February 10, 1999 ------------------------------------- Date /s/ ROBERT D. BROWNELL ------------------------------------- Signature By: Robert D. Brownell, Attorney-in-fact for John S. Lewis /s/ ROBERT D. BROWNELL ------------------------------------- Signature By: Robert D. Brownell, Attorney-in-fact for Robert F. Kibble The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----