Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value ("Common Stock") of Zhone Technologies, Inc. (the "Issuer") having its principal executive office at 7195 Oakport Street, Oakland, California 94621.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates VIII, Limited Partnership ("NEA VIII"), New Enterprise Associates 8A, Limited Partnership ("NEA 8A"), New Enterprise Associates 9, Limited Partnership ("NEA 9"); and New Enterprise Associates 10, Limited Partnership ("NEA 10" and collectively with NEA VIII, NEA 8A and NEA 9, the "Funds");
(b) NEA Partners VIII, Limited Partnership ("NEA Partners VIII"), which is the sole general partner of NEA VIII; NEA Partners 9, Limited Partnership ("NEA Partners 9"), which is the sole general partner of NEA 9; and NEA Partners 10, Limited Partnership ("NEA Partners 10"), which is the sole general partner of each of NEA 8A and NEA 10 (NEA Partners VIII, NEA Partners 9 and NEA Partners 10 being collectively referred to herein as the "Control Entities"); and
(c) Michael James Barrett ("Barrett"), Peter J. Barris ("Barris") and Scott D. Sandell ("Sandell") (together, the "Managers") and C. Richard Kramlich ("Kramlich"), Charles W. Newhall III ("Newhall"), Mark W. Perry ("Perry") and Eugene A. Trainor III ("Trainor").
Barris is the individual general partner of each of NEA Partners VIII and NEA Partners 9. The Managers are the individual general partners of NEA Partners 10.
The persons named in this paragraph are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of each Fund and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris and Barrett is New Enterprise Associates, 5425 Wisconsin Ave., Suite 850, Chevy Chase, MD 20815.
The principal business of each Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners VIII is to act as the sole general partner of NEA VIII. The principal business of NEA Partners 9 is to act as the sole general partner of NEA 9. The principal business of NEA Partners 10 is to act as the sole general partner of NEA 8A and NEA 10. The principal business of each of the Managers is to manage the Control Entities, the Funds 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 Fund and each Control Entity is a limited partnership organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
| (a) | NEA VIII is the record owner of 363,426 shares of Common Stock (the "NEA VIII Shares"). NEA 8A is the record owner of 258,836 shares of Common Stock (the "NEA 8A Shares"). NEA 9 is the record owner of 1,788,067 shares of Common Stock (the "NEA 9 Shares"). NEA 10 is the record owner of 2,370,944 shares of Common Stock (the "NEA 10 Shares"). |
As the sole general partner of NEA 9, NEA Partners 9 may be deemed to own beneficially the NEA 9 Shares. As the sole general partner of each of NEA 8A and NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 8A Shares and the NEA 10 Shares.
By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the NEA VIII Shares, the NEA 8A Shares, the NEA 9 Shares and the NEA 10 Shares for an aggregate of 4,781,273 shares (the "Firm Shares"). As general partners of the Funds, each of the Control Entities may also be deemed to own beneficially the Firm Shares.
As an individual general partner of NEA Partners VIII, NEA Partners 9 and NEA Partners 10, Barris may be deemed to own beneficially all of the Firm Shares.
As individual general partners of NEA Partners 10, each of Barrett and Sandell may be deemed to own beneficially all of the NEA 8A Shares and the NEA 10 Shares.
Each Reporting Person disclaims beneficial ownership of all shares of Common Stock other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 34,350,172 shares of Common Stock reported to be outstanding as of March 4, 2016, as reported on the Issuer's Form 10-K filed on March 23, 2016.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
On April 11, 2016, NEA VIII, NEA 8A, NEA 9 and NEA 10 entered into that certain Voting Agreement with DASAN Networks, Inc., the form of which is attached as Exhibit 10.1 to the Issuer's Form 8-K filed April 12, 2016 and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1394, as amended.
