SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.5)*
EPIX MEDICAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
26881Q101
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2002
--------------------------------------------------------------------------------
(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)
[X] 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).
(Continued on following pages)
Page 1 of 16 Pages
Exhibit Index on Page 14
CUSIP NO. 26881Q101 13 G Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
BESSEMER VENTURE PARTNERS III L.P. ("BVP III")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
5 SOLE VOTING POWER
1,407,278 shares, except that Deer III & Co., LLC
NUMBER OF ("Deer III"), the general partner of BVP III, may be
SHARES deemed to have sole power to vote these shares, and Robert
BENEFICIALLY H. Buescher ("Buescher"), William T. Burgin ("Burgin"),
OWNED BY EACH David J. Cowan ("Cowan"), Christopher F. O. Gabrieli
REPORTING ("Gabrieli") and G. Felda Hardymon ("Hardymon"), the
PERSON WITH managers of Deer III, may be deemed to have shared power
to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,407,278 shares, except that Deer III, the general
partner of BVP III, may be deemed to have sole power to
dispose of these shares, and Buescher, Burgin, Cowan,
Gabrieli and Hardymon, the managers of Deer III, 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
1,407,278
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.25%
12 TYPE OF REPORTING PERSON
PN
CUSIP NO. 26881Q101 13 G Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
BVP III SPECIAL SITUATIONS, L.P. ("BVP III SS")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
24,259 shares, except that Deer III, the general partner
NUMBER OF of BVP III SS, may be deemed to have sole power to vote
SHARES these shares, and Buescher, Burgin, Cowan, Gabrieli and
BENEFICIALLY Hardymon, the managers of Deer III, may be deemed to have
OWNED BY EACH shared power to vote these shares.
REPORTING
PERSON WITH 6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
24,259 shares, except that Deer III, the general partner
of BVP III SS, may be deemed to have sole power to dispose
of these shares, and Buescher, Burgin, Cowan, Gabrieli and
Hardymon, the managers of Deer III, 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
24,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12 TYPE OF REPORTING PERSON
PN
CUSIP NO. 26881Q101 13 G Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
DEER III & CO. LLC ("DEER III")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
1,431,537 shares, of which 1,407,278 are directly owned by
NUMBER OF BVP III and 24,259 are directly owned by BVP III SS.
SHARES Deer III, the general partner of BVP III and BVP III SS,
BENEFICIALLY may be deemed to have sole power to vote these shares, and
OWNED BY EACH Buescher, Burgin, Cowan, Gabrieli and Hardymon, the
REPORTING managers of Deer III, may be deemed to have shared power
PERSON WITH to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,431,537 shares, of which 1,407,278 are directly owned by
BVP III and 24,259 are directly owned by BVP III SS. Deer
III, the general partner of BVP III and BVP III SS, may be
deemed to have sole power to dispose of these shares, and
Buescher, Burgin, Cowan, Gabrieli and Hardymon, the
managers of Deer III, 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
1,431,537
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 TYPE OF REPORTING PERSON
OO
CUSIP NO. 26881Q101 13 G Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
ROBERT H. BUESCHER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
3,444 shares.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,431,537 shares, as Buescher is a manager of Deer III
OWNED BY EACH and may be deemed to have shared power to vote these
REPORTING shares.
PERSON WITH
7 SOLE DISPOSITIVE POWER
3,444 shares.
8 SHARED DISPOSITIVE POWER
1,431,537 shares, as Buescher is a manager of Deer III and
may be deemed to have shared power to dispose of these
shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,434,981
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.41%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 26881Q101 13 G Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
WILLIAM T. BURGIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
0 shares.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,431,537 shares, as Burgin is a manager of Deer III and
OWNED BY EACH may be deemed to have shared power to vote these shares.
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
1,431,537 shares, as Burgin is a manager of Deer III and
may be deemed to have shared power to dispose of these
shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,537
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 26881Q101 13 G Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
DAVID J. COWAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
0 shares.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,431,537 shares, as Cowan is a manager of Deer III and
OWNED BY EACH may be deemed to have shared power to vote these shares.
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
1,431,537 shares, as Cowan is a manager of Deer III and
may be deemed to have shared power to dispose of these
shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,537
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 26881Q101 13 G Page 8 of 16 Pages
1 NAME OF REPORTING PERSON
CHRISTOPHER F. O. GABRIELI
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
0 shares.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,431,537 shares, as Gabrieli is a manager of Deer III
OWNED BY EACH and may be deemed to have shared power to vote these
REPORTING shares.
PERSON WITH
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
1,431,537 shares, as Gabrieli is a manager of Deer III
and may be deemed to have shared power to dispose of these
shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,537
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 26881Q101 13 G Page 9 of 16 Pages
1 NAME OF REPORTING PERSON
G. FELDA HARDYMON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
0 shares.
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,431,537 shares, as Hardymon is a manager of Deer III
OWNED BY EACH and may be deemed to have shared power to vote these
REPORTING shares.
PERSON WITH
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
1,431,537 shares, as Hardymon is a manager of Deer III
and may be deemed to have shared power to dispose of these
shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,537
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 26881Q101 13 G Page 10 of 16 Pages
ITEM 1(a). NAME OF ISSUER:
EPIX Medical, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
71 Rogers Street
Cambridge, MA 02142
ITEM 2.
(a), (b) and (c) Name of Person Filing, Address of Principal
Business Office and Citizenship:
This statement is filed by Bessemer Venture Partners III
L.P. ("BVP III"), a Delaware limited partnership, and BVP III
Special Situations, L.P. ("BVP III SS"), a Delaware limited
partnership. The principal business office for BVP III and BVP
III SS is at 1865 Palmer Avenue, Suite 104, Larchmont, New York,
10538.
This statement is also filed (i) by Deer III & Co. LLC, a
Delaware limited liability company ("Deer III"), the general
partner of BVP III and BVP III SS and (ii) by Robert H. Buescher,
William T. Burgin, David J. Cowan, Christopher F.O. Gabrieli and
G. Felda Hardymon, who are all United States citizens and
managers of Deer III. Deer III has its principal office at 1865
Palmer Avenue, Suite 104, Larchmont, New York, 10538. Mr. Cowan's
principal business address is 535 Middlefield Road, Suite 245,
Menlo Park, CA, 94025. Mr. Buescher's principal business address
is the Larchmont address. The principal business address for the
other members is 83 Walnut Street, Wellesley Hills, Massachusetts
02181-2101. BVP III and BVP III SS, together with the foregoing
entities and individuals, are collectively referred to as the
"Reporting Persons."
This Schedule 13G shall not be construed as an admission
that any Reporting Person is, either for purposes of Section
13(d) or 13(g) of the Act or for other purposes, the beneficial
owner of any Common Stock disclosed in this Schedule 13G.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
26881Q101
ITEM 3. Not applicable.
ITEM 4. OWNERSHIP:
The following information with respect to the ownership of the
Common Stock of the issuer by the persons filing this Statement is
provided as of December 31, 2002:
(a) AMOUNT BENEFICIALLY OWNED:
See Row 9 of the cover page for each Reporting Person.
(b) PERCENT OF CLASS:
See Row 11 of the cover page for each Reporting Person.
CUSIP NO. 26881Q101 13 G Page 11 of 16 Pages
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 5 of the cover page for each Reporting
Person.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 6 of the cover page for each Reporting
Person.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 7 of the cover page for each Reporting
Person.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 8 of the cover page for each Reporting
Person.
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:
This Schedule 13G is being filed jointly pursuant to Rule
13d-1(k). As a result of the relationship among the Reporting
Persons described herein, some or all of the Reporting Persons
may be deemed to comprise a group within the meaning of Section
13 and the Rules promulgated thereunder. However, the Reporting
Persons deny such group status.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION:
Not applicable.
MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement of Joint Filing dated as of February 14, 2003.
Page 12 of 16 Pages
SIGNATURES
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 14, 2003
BESSEMER VENTURE PARTNERS III L.P.
By: Deer III & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
-----------------------------------
J. Edmund Colloton
Authorized Officer
BVP III SPECIAL SITUATIONS L.P.
By: Deer III & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
-----------------------------------
J. Edmund Colloton
Authorized Officer
DEER III & CO. LLC
By: /s/ J. Edmund Colloton
----------------------------------
J. Edmund Colloton
Authorized Officer
ROBERT H. BUESCHER
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
WILLIAM T. BURGIN
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
DAVID J. COWAN
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
Page 13 of 16 Pages
CHRISTOPHER F. O. GABRIELI
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
G. FELDA HARDYMON
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
*Signed pursuant to a Statement Appointing Designated Filer and
Authorized Signatories, dated February 14, 2002 (the "Statement of Designation")
and filed with the SEC on February 14, 2002 as an exhibit to the Form 13G for
Telocity Delaware, Inc., filed by Bessemer Venture Partners IV, L.P., which
Statement of Designation is incorporated by reference herein.
Page 14 of 16 Pages
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
------- -------------
Exhibit A: Agreement of Joint Filing 15
Page 15 of 16 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that a single Schedule 13G (or any
amendment thereto) relating to the Common Stock of EPIX Medical, Inc. shall be
filed on behalf of each of the undersigned and that this Agreement shall be
filed as an exhibit to such Schedule 13G (or any amendment thereto).
This Agreement may be signed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Date: February 14, 2003
BESSEMER VENTURE PARTNERS III L.P.
By: Deer III & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
-----------------------------------
J. Edmund Colloton
Authorized Officer
BVP III SPECIAL SITUATIONS L.P.
By: Deer III & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
-----------------------------------
J. Edmund Colloton
Authorized Officer
DEER III & CO. LLC
By: /s/ J. Edmund Colloton
----------------------------------
J. Edmund Colloton
Authorized Officer
ROBERT H. BUESCHER
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
WILLIAM T. BURGIN
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
DAVID J. COWAN
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
Page 16 of 16 Pages
CHRISTOPHER F. O. GABRIELI
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
G. FELDA HARDYMON
By: *
-----------------------------------
J. Edmund Colloton
Attorney-in-Fact
*Signed pursuant to a Statement Appointing Designated Filer and
Authorized Signatories, dated February 14, 2002 (the "Statement of Designation")
and filed with the SEC on February 14, 2002 as an exhibit to the Form 13G for
Telocity Delaware, Inc., filed by Bessemer Venture Partners IV, L.P., which
Statement of Designation is incorporated by reference herein.