-----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, WMiJIifosSrOPtqkzli/zvm1wJWYf8lxodTdR3xKRDIs2sIPOzzOaTuXGkyQ9qZq Txa5OXcqUHJKIp66M+cpdg== 0000950149-03-002088.txt : 20030905 0000950149-03-002088.hdr.sgml : 20030905 20030905124308 ACCESSION NUMBER: 0000950149-03-002088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030905 GROUP MEMBERS: ANSELM LEUNG GROUP MEMBERS: BIOASIA MANAGEMENT, LLC GROUP MEMBERS: BIOTECHNOLOGY DEVELOPMENT FUND II, LP GROUP MEMBERS: EDGAR ENGLEMAN GROUP MEMBERS: FRANK KUNG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY DEVELOPMENT FUND II LP CENTRAL INDEX KEY: 0001227253 IRS NUMBER: 770512031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 575 HIGH ST STREET 2: STE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIMA INC CENTRAL INDEX KEY: 0001022570 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 943177883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52701 FILM NUMBER: 03883198 BUSINESS ADDRESS: STREET 1: 47266 BENICIA STREET CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103540300 MAIL ADDRESS: STREET 1: 47266 BENICIA ST CITY: FREMONT STATE: CA ZIP: 94538 SC 13G/A 1 f92844sc13gza.htm SCHEDULE 13G/A sc13gza
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. Final)*

Cardima, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14147M106

(Cusip Number)

August 27, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o 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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 9 Pages

 

             
 
 
  1. Name of Reporting Person:
Biotechnology Development Fund II, L.P. (“BDF II”)		 I.R.S. Identification Nos. of above persons (entities only):
77-0512031
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,044,659 shares, except that BioAsia Management, LLC (“BioAsia”), the general partner of BDF II, and Frank Kung (“Kung”), Anselm Leung (“Leung”) and Edgar Engleman (“Engleman”), members of BioAsia, may be deemed to have shared power to vote these shares.
6. Shared Voting Power:
See response to Row 5.
7. Sole Dispositive Power:
1,044,659 shares, except that BioAsia, the general partner of BDF II, and Kung, Leung and Engleman, members of BioAsia, may be deemed to have shared power to dispose of these shares.
8.Shared Dispositive Power:
See response to Row 7.
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,044,659 shares.
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:     N.A.
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person:
PN

Page 2 of 9 pages

 

             
 
 
  1. Name of Reporting Person:
BioAsia Management, LLC (“BioAsia”)		 I.R.S. Identification Nos. of above persons (entities only):
77-0547105
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
1,044,659 shares, which are directly owned by BDF II. As the general partner of BDF II, BioAsia may be deemed to have shared power to vote these shares.
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
1,044,659 shares, which are directly owned by BDF II. As the general partner of BDF II, BioAsia may be deemed to have shared power to dispose of these shares.
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,044,659 shares.
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N.A.
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person:
OO

Page 3 of 9 pages

 

             
 
 
  1. Name of Reporting Person:
Frank Kung (“Kung”)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
39,000
6. Shared Voting Power:
1,044,659 shares, which are directly owned by BDF II. Kung is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to vote these shares.
7. Sole Dispositive Power:
39,000
8.Shared Dispositive Power:
1,044,659 shares, which are directly owned by BDF II. Kung is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to dispose of these shares.
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,083,659 shares.
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N.A.
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person:
IN

Page 4 of 9 pages

 

             
 
 
  1. Name of Reporting Person:
Anselm Leung (“Leung”)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
1,083,659 shares, 1,044,659 of which are directly owned by BDF II. Leung is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to vote these shares. The remaining 39,000 shares are owned by Leung's spouse, Virginia Leung.
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
1,083,659 shares, 1,044,659 of which are directly owned by BDF II. Leung is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to dispose of these shares. The remaining 39,000 shares are owned by Leung's spouse, Virginia Leung.
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,083,659 shares.
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N.A.
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person:
IN

Page 5 of 9 pages

 

             
 
 
  1. Name of Reporting Person:
Edgar Engleman (“Engleman”)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
9,000 shares.
6. Shared Voting Power:
1,044,659 shares, which are owned directly by BDF II. Engleman is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to vote these shares.
7. Sole Dispositive Power:
9,000 shares.
8.Shared Dispositive Power:
1,044,659 shares, which are owned directly by BDF II. Engleman is a member of BioAsia, the general partner of BDF II, and may be deemed to have shared power to dispose of these shares.
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,053,659 shares.
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares: N.A.
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person:
IN

Page 6 of 9 pages

 

Item 1.

  (a)   Name of Issuer:
 
      Cardima, Inc.
 
  (b)   Address of Issuer’s Principal Executive Offices:
 
      47266 Benicia Street
Fremont, California 94538

Item 2.

  (a)   Name of Person(s) Filing:

                 BioAsia Management, LLC, a California limited liability company (“BioAsia”), Biotechnology Development Fund II, L.P., a Delaware limited partnership (“BDF II”), Frank Kung (“Kung”), Anselm Leung (“Leung”), and Edgar Engleman (“Engleman”) hereby make this single joint filing statement on Schedule 13G with respect to certain shares of common stock of Cardima, Inc. (“Issuer”) as follows. BioAsia, BDF II, Kung, Leung, and Engleman are each sometimes referred to as a Reporting Person and, collectively, referred to as the Reporting Persons.

                 BioAsia is the general partner of BDF II, and may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by BDF II. Kung, Leung, and Engleman are members of BioAsia and may be deemed to have indirect beneficial ownership of the shares of the Issuer directly owned by BDF II.

  (b)   Address of Principal Business Office or, if none, Residence:

                 The address of each Reporting Person is: 575 High Street, Suite 201, Palo Alto, California 94301

  (c)   Citizenship:

                 BDF II is a Delaware limited partnership. BioAsia is a California limited liability companies. Kung, Leung, and Engleman are United States citizens.

  (d)   Title of Class of Securities:
 
      Common Stock.
 
  (e)   CUSIP Number:
 
      14147M106

Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

      N.A.

Item 4.   Ownership

                 Ownership as of August 27, 2003 is incorporated by reference to items (5)-(9) and (11) of the cover page for each Reporting Person.

Page 7 of 9 pages

 

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 (5%) of the class of securities, check the following [X].

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

      N.A.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

      N.A.

Item 8.   Identification and Classification of Members of the Group

      N.A.

Item 9.   Notice of Dissolution of Group

      N.A.

Item 10.   Certification

          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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 9 pages

 

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.

Date:   August 29, 2003

                 
    Biotechnology Development Fund II, L.P.,  
                 
    By:   BioAsia Management, LLC, General Partner  
                 
        By:   /s/Frank Kung    
           
   
            Frank Kung, Member    
             
    BioAsia Management, LLC  
             
    By:        /s/Frank Kung    
       
   
             Frank Kung, Member    

         
    /s/Frank Kung    
   
   
    Frank Kung    
         
    /s/Anselm Leung    
   
   
    Anselm Leung    
         
    /s/Edgar Engleman    
   
   
    Edgar Engleman    

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 100)

Page 9 of 9 pages -----END PRIVACY-ENHANCED MESSAGE-----