-----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, JGK6fwh65FRZ3O8DYdYw5BUslrMq9Qm3qlK1cvNz8Fk8fMcFTOJkzXaJv+gSwaMo Awk6GoRcpLC4VBPFD7FKbw== 0000901837-97-000010.txt : 19970222 0000901837-97-000010.hdr.sgml : 19970222 ACCESSION NUMBER: 0000901837-97-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SURGICAL INNOVATIONS INC CENTRAL INDEX KEY: 0000890763 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 973170244 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48225 FILM NUMBER: 97533746 BUSINESS ADDRESS: STREET 1: 3172A PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS IV/ITASCA PARTNERS/ZICARELLI ROBERT CENTRAL INDEX KEY: 0000901837 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-3388 MAIL ADDRESS: STREET 1: SIXTH AND MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479-1026 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 General Surgical Innovations, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 371013 10 3 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). 13G CUSIP NO. 371013 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Partners IV Tax Identification No. 41-1647118 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 921,505 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 921,505 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,505 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 371013 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca Partners Tax Identification No. 41-1647117 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 921,505 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 921,505 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,505 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 371013 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert F. Zicarelli Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 921,505 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 921,505 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,505 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 12) TYPE OF REPORTING PERSON* IN 13G CUSIP NO. 371013 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel J. Haggerty Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 921,505 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 921,505 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,505 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 12) TYPE OF REPORTING PERSON* IN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: General Surgical Innovations, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 3172 A Porter Drive Palo Alto, CA 94304 Item 2(a) Name of Person Filing: 1. Norwest Equity Partners IV 2. Itasca Partners 3. Robert F. Zicarelli 4. Daniel J. Haggerty Item 2(b) Address of Principal Business Office: 1. Norwest Equity Partners IV 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 2. Itasca Partners 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 3. Robert F. Zicarelli 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 4. Daniel J. Haggerty 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 This statement is filed by Norwest Equity Partners IV on behalf of all of the persons listed above pursuant to Rule 13d-1(c) and Rule 13d-1(f). Norwest Equity Partners IV is a Minnesota limited partnership. Itasca Partners, a Minnesota general partnership, is the general partner of Norwest Equity Partners IV. Robert F. Zicarelli and Daniel J. Haggerty are the managing partners of Itasca Partners. Item 2(c) Citizenship: 1. Norwest Equity Partners IV: Minnesota 2. Itasca Partners: Minnesota 3. Robert F. Zicarelli: United States 4. Daniel J. Haggerty: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 371013 10 3 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Equity Partners IV: At December 31, 1996, Norwest Equity Partners IV owned 921,505 shares of common stock. This amount represented 7.0% of the total shares of common stock outstanding at that date. Norwest Equity Partners IV has no rights to acquire additional shares through the exercise of options or otherwise. (2) Itasca Partners: At December 31, 1996, Itasca Partners was deemed to own, by virtue of its affiliation with Norwest Equity Partners IV, 921,505 shares of common stock. This amount represented 7.0% of the total shares of common stock outstanding at that date. (3) Robert F. Zicarelli: At December 31, 1996, Robert F. Zicarelli was deemed to own, by virtue of his affiliation with Norwest Equity Partners IV, 921,505 shares of common stock. This amount represented 7.0% of the total shares of common stock outstanding at that date. (4) Daniel J. Haggerty: At December 31, 1996, Daniel J. Haggerty was deemed to own by virtue of his affiliation with Norwest Equity Partners IV 921,505 shares of common stock. This amount represented 7.0% of the total shares of common stock outstanding at that date. The persons filing this statement other than Norwest Equity Partners IV disclaim beneficial ownership of, and the filing of this shall not be construed as an admission that the persons filing are beneficial owners of, the shares covered by this statement for purposes of Sections 13, 14, or 16 of the Act. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8 Identification and Classification of Members of the Group: Not Applicable Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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: February 10, 1997 NORWEST EQUITY PARTNERS IV By ITASCA PARTNERS, as general partner By: /s/ John P. Whaley John P. Whaley, Partner AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Equity Partners IV on its own behalf and on behalf of (a) Itasca Partners, a Minnesota general partnership whose general partner is Norwest Equity Partners IV, (b) Robert F. Zicarelli, an individual who is one of the managing partners of Itasca Partners, and (c) Daniel J. Haggerty, an individual who is the other managing partner of Itasca Partners. Dated: February 10, 1997 NORWEST EQUITY PARTNERS IV By ITASCA PARTNERS, as general partner /s/ John P. Whaley John P. Whaley, Partner and Secretary ITASCA PARTNERS /s/ John P. Whaley John P. Whaley, Partner /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Robert R. Zicarelli /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty -----END PRIVACY-ENHANCED MESSAGE-----