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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Aradigm Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
038505103
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1119 St. Paul Street, Baltimore, MD 21202
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 22, 2002
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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 provisions of the Act (however, see the
Notes).
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Page 1 of 14
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CUSIP NO. 038505103 13D PAGE 2 OF 14 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Eugene A. Trainor III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES ------ -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9,556,719 shares
REPORTING ------ -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
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10 SHARED DISPOSITIVE POWER
9,556,719 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,556,719 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1 %
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 14
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CUSIP NO. 038505103 13D PAGE 3 OF 14 PAGES
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Schedule 13D
Item 1. Security and Issuer.
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This statement relates to the common stock, no par value (the "Common
Stock"), of Aradigm Corporation (the "Issuer") having its principal executive
office at 3929 Point Eden Way, Hayward, CA 94545.
Item 2. Identity and Background.
-----------------------
This statement is being filed by New Enterprise Associates 10, Limited
Partnership ("NEA 10"), NEA Partners 10, Limited Partnership ("NEA Partners
10"), which is the sole general partner of NEA 10, and Messrs. Stewart Alsop
("Alsop"), M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Robert T.
Coneybeer ("Coneybeer"), Nancy L. Dorman ("Dorman"), Ronald H. Kase ("Kase"), C.
Richard Kramlich ("Kramlich"), Thomas C. McConnell ("McConnell"), Peter T.
Morris ("Morris"), Charles W. Newhall III ("Newhall"), Mark W. Perry ("Perry"),
Scott D. Sandell ("Sandell") and Eugene A. Trainor III ("Trainor")
(collectively, the "General Partners"). The General Partners are the individual
general partners of NEA Partners 10. NEA 10, NEA Partners 10 and the General
Partners are sometimes referred to collectively herein as the "Reporting
Persons".
TRAINOR WAS ADMITTED AS A GENERAL PARTNER OF NEA PARTNERS 10, LIMITED
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PARTNERSHIP ON APRIL 22, 2002, WHICH IS THE REASON FOR FILING THIS AMENDMENT NO.
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1 TO SCHEDULE 13D.
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The address of the principal business office the Reporting Persons is New
Enterprise Associates, 1119 St. Paul Street, Baltimore, MD 21202.
The principal business of NEA 10 is to invest in and assist growth-oriented
businesses located principally in the United States. The principal business of
NEA Partners 10 is to act as the sole general partner of NEA 10. The principal
business of each of the General Partners is to act as a general partner of NEA
Partners 10 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting
Persons has been convicted in a criminal proceeding or has been a party to a
civil proceeding ending in 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.
Each of NEA 10 and NEA Partners 10 is a limited partnership organized under
the laws of the State of Delaware. Each of the General Partners is a United
States citizen.
The Reporting Persons have previously filed a Schedule 13-G reporting the
transaction, occurring on August 21, 2001, in which they acquired the Record
Shares, as defined below.
Item 3. Source and Amount of Funds or Other Consideration.
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NEA 10 purchased 2,489,585 shares (the "Record Shares") of Common Stock
from the Issuer in a private transaction on August 21, 2001 for a total purchase
price of $9,958,340.00. The working capital of NEA 10 was the source of the
funds for the purchase. No part of the purchase price paid by NEA 10 was
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the Record Shares. In
connection with the purchase of the Record Shares, NEA 10 also received a
warrant to purchase 248,958 shares (the "Initial Warrant Shares") of Common
Stock which warrant is presently immediately exercisable.
Page 3 of 14
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CUSIP NO. 038505103 13D PAGE 4 OF 14 PAGES
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NEA 10 purchased 1,033,057 shares (the "Preferred Shares") of Series
A Convertible Preferred Stock (the "Preferred Stock") from the Issuer in a
private transaction on December 14, 2001 for a total purchase price of
$24,999,979.40; which Preferred Shares are convertible into an aggregate of
4,132,228 shares of Common Stock within 60 days of December 14, 2001. The
working capital of NEA 10 was the source of the funds for the purchase. No part
of the purchase price paid by NEA 10 was represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Preferred Shares. In connection with the purchase
of the Preferred Shares, NEA 10 also received a warrant to purchase 2,685,948
shares (the "Additional Warrant Shares" and together with the Initial Warrant
Shares, the "Warrant Shares") of Common Stock which warrant is exercisable
within 60 days of December 14, 2001.
Item 4. Purpose of Transaction.
----------------------
NEA 10 acquired the Record, Preferred and Warrant Shares for investment
purposes. Depending on market conditions, its continuing evaluation of the
business and prospects of the Issuer and other factors, NEA 10 may dispose of or
acquire additional shares of Common Stock. John M. Nehra, a limited partner of
NEA Partners 10, is a member of the Board of Directors. Except as set forth
above, none of the Reporting Persons has any present plans which relate to or
would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) NEA 10 is the record owner of 2,489,585 shares of Common
Stock, the Record Shares. As the sole general partner of
NEA 10, NEA Partners 10 may be deemed to own beneficially
the Record Shares. As the individual general partners of
NEA Partners 10, each of the General Partners also may be
deemed to own beneficially the Record Shares.
Page 4 of 14
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CUSIP NO. 038505103 13D PAGE 5 OF 14 PAGES
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NEA 10 is the record owner of 1,033,057 shares of Preferred
Stock, the Preferred Shares. As the sole general partner of
NEA 10, NEA Partners 10 may be deemed to own beneficially
the Preferred Shares. As the individual general partners of
NEA Partners 10, each of the General Partners also may be
deemed to own beneficially the Preferred Shares.
NEA 10 holds warrants to purchase 2,934,906 shares of
Common Stock which warrants are exercisable within 60 days
of December 14, 2001. As the sole general partner of NEA
10, NEA Partners 10 may be deemed to own beneficially the
Warrant Shares. As the individual general partners of NEA
Partners 10, each of the General Partners also may be
deemed to own beneficially the Warrant Shares.
Each Reporting Person may be deemed to own beneficially
26.1% of the Common Stock of the Issuer, which percentage
is calculated based upon 29,543,883 shares of Common Stock
reported to be outstanding by the Issuer as of February 28,
2002, as adjusted pursuant to Rule 13d-3(d)(1). Each of the
Reporting Persons, except NEA 10, disclaims beneficial
ownership of the Record, Preferred and Warrant Shares.
TRAINOR WAS ADMITTED AS A GENERAL PARTNER OF NEA PARTNERS 10, LIMITED
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PARTNERSHIP ON APRIL 22, 2002, WHICH IS THE REASON FOR FILING THIS AMENDMENT NO.
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1 TO SCHEDULE 13D.
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(b) Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares for each Reporting Person.
(ii) shared power to vote or to direct the vote:
9,556,719 shares for each Reporting Person.
(iii) sole power to dispose or to direct the disposition:
0 shares for each Reporting Person.
(iv) shared power to dispose or to direct the disposition:
9,556,719 shares for each Reporting Person.
(c) Except as set forth above, none of the Reporting Persons
has effected any transaction in the Record, Preferred or
Warrant Shares during the last 60 days.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or any
proceeds from the sale of, the Record, Preferred or Warrant
Shares beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
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to Securities of the Issuer.
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Not applicable
Item 7. Material to be Filed as Exhibits.
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Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
Exhibit 2 - Powers of Attorney regarding Schedule 13D filings.
Page 5 of 14
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CUSIP NO. 038505103 13D PAGE 6 OF 14 PAGES
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Item 7. Material to be Filed as Exhibits.
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Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
Exhibit 2 - Powers of Attorney regarding Schedule 13D filings.
Page 6 of 14
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CUSIP NO. 038505103 13D PAGE 7 OF 14 PAGES
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: April 25, 2002
NEW ENTERPRISE ASSOCIATES 10,
LIMITED PARTNERSHIP
By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
By: *
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Nancy L. Dorman
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
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Nancy L. Dorman
General Partner
*
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Stewart Alsop
*
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M. James Barrett
*
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Peter J. Barris
*
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Robert T. Coneybeer
*
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Nancy L. Dorman
*
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Ronald H. Kase
Page 7 of 14
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CUSIP NO. 038505103 13D PAGE 8 OF 14 PAGES
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*
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C. Richard Kramlich
*
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Thomas C. McConnell
*
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Peter T. Morris
*
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Charles W. Newhall III
*
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Mark W. Perry
*
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Scott D. Sandell
*
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Eugene A. Trainor III
*/s/ Louis S. Citron
--------------------------------
Louis S. Citron
As attorney-in-fact
Page 8 of 14
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CUSIP NO. 038505103 13D PAGE 9 OF 14 PAGES
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13D need be filed with respect to the ownership by each of
the undersigned of shares of stock of Aradigm Corporation
EXECUTED this 25th day of April, 2002.
NEW ENTERPRISE ASSOCIATES 10,
LIMITED PARTNERSHIP
By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
By: *
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Nancy L. Dorman
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
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Nancy L. Dorman
General Partner
*
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Stewart Alsop
*
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M. James Barrett
*
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Peter J. Barris
*
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Robert T. Coneybeer
*
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Nancy L. Dorman
*
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Ronald H. Kase
Page 9 of 14
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CUSIP NO. 038505103 13D PAGE 10 OF 14 PAGES
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*
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C. Richard Kramlich
*
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Thomas C. McConnell
*
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Peter T. Morris
*
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Charles W. Newhall III
*
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Mark W. Perry
*
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Scott D. Sandell
*
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Eugene A. Trainor III
/s/ Louis S. Citron
------------------------------
Louis S. Citron
As attorney-in-fact
This Schedule 13D was executed by Louis S. Citron pursuant to a Power of
Attorney which is being filed with the Securities and Exchange Commission with
this Schedule 13D filing Aradigm Corporation and said Power of Attorney is
incorporated herein by reference and a copy of which is attached as Exhibit 4.
Page 10 of 14
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CUSIP NO. 038505103 13D PAGE 11 OF 14 PAGES
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman, Charles W. Newhall III,
Louis S. Citron and Eugene A. Trainor III, and each of them, with full power to
act without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a general partner of any partnership,
pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st
day of January, 2001.
/s/ Stewart Alsop II
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Stewart Alsop II
/s/ Peter J. Barris
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Peter J. Barris
/s/ Robert T. Coneybeer
----------------------------------------
Robert T. Coneybeer
/s/ Nancy L. Dorman
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Nancy L. Dorman
/s/ Ronald Kase
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Ronald Kase
/s/ C. Richard Kramlich
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C. Richard Kramlich
/s/ Arthur J. Marks
----------------------------------------
Arthur J. Marks
/s/ Thomas C. McConnell
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Thomas C. McConnell
Page 11 of 14
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CUSIP NO. 038505103 13D PAGE 12 OF 14 PAGES
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/s/ Peter T. Morris
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Peter T. Morris
/s/ John M. Nehra
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John M. Nehra
/s/ Charles W. Newhall III
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Charles W. Newhall III
/s/ Mark W. Perry
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Mark W. Perry
/s/ Scott D. Sandell
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Scott D. Sandell
Page 12 of 14
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CUSIP NO. 038505103 13D PAGE 13 OF 14 PAGES
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman, Charles W. Newhall III,
Louis S. Citron and Eugene A. Trainor III, and each of them, with full power to
act without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a general partner of any partnership,
pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 19th
day of October, 2001.
/s/ Michael James Barrett
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Michael James Barrett
Page 13 of 14
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CUSIP NO. 038505103 13D PAGE 14 OF 14 PAGES
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Nancy L. Dorman, Charles W.
Newhall III and Louis S. Citron, and each of them, with full power to act
without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a general partner of any partnership,
pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
21st day of April, 2002.
/s/ Eugene A. Trainor III
-------------------------------
Eugene A. Trainor III
Page 14 of 14