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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Pixelworks, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
72581M10
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(CUSIP Number)
DECEMBER 31, 2001
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(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 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 5 pages
ITEM 1 (a). NAME OF ISSUER:
Pixelworks, Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7700 S.W. Mohawk Street, Tualatin, OR 97062
ITEM 2 (a). NAME OF PERSON FILING:
Battery Ventures IV, L.P. ("Battery Ventures"), Battery
Partners IV, LLC ("Battery Partners"), Battery Investment
Partners IV, LLC, ("Battery Investment Partners"), Richard D.
Frisbie ("Frisbie"), Oliver D. Curme ("Curme"), Thomas J.
Crotty ("Crotty"), Kenneth P. Lawler ("Lawler") and Todd A.
Dagres ("Dagres"). Frisbie, Curme, Crotty, Lawler and Dagres
are the sole member managers of Battery Partners, the sole
general partner of Battery Ventures. Battery Investment
Partners invests alongside Battery Ventures in all investments
made by Battery Ventures. Frisbie is the sole manager of
Battery Investment Partners.
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of
Battery Ventures, Battery Partners, Battery Investment
Partners, Frisbie, Curme, Crotty, Lawler and Dagres is c/o
Battery Ventures, 20 William Street, Wellesley, MA 02481.
ITEM 2 (c). CITIZENSHIP:
Messrs. Frisbie, Curme, Crotty, Lawler and Dagres are United
States citizens. Battery Ventures is a limited partnership
organized under the laws of the State of Delaware. Battery
Partners and Battery Investment Partners are limited liability
companies organized under the laws of the State of Delaware.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
ITEM 2 (e). CUSIP NUMBER
72581M10
ITEM 4. OWNERSHIP:
NOT APPLICABLE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Each Reporting Person has ceased to own beneficially more than
5% of the outstanding Common Stock of Pixelworks, Inc.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 13, 2001 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
PIXELWORKS, INC. REMAIN UNCHANGED.
Page 2 of 5 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.
Dated: February 13, 2002 BATTERY VENTURES IV, L.P.
By: BATTERY PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
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Member Manager
BATTERY PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
---------------------------------
Member Manager
BATTERY INVESTMENT PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
---------------------------------
Manager
/s/ Richard D. Frisbie
---------------------------------
Richard D. Frisbie
*
---------------------------------
Oliver D. Curme
*
---------------------------------
Thomas J. Crotty
*
---------------------------------
Kenneth P. Lawler
*
---------------------------------
Todd A. Dagres
*By: /s/ Richard D. Frisbie
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Name: Richard D. Frisbie
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Attorney-in-Fact
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This Schedule 13G was executed by Richard D. Frisbie or Oliver D. Curme
pursuant to Powers of Attorney which are incorporated herein by reference and
copies of which are attached hereto as Exhibit II.
Page 3 of 5 pages
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required on Schedule 13G need be filed with respect to ownership by each of the
undersigned of shares of Common Stock of Pixelworks, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 13, 2002 BATTERY VENTURES IV, L.P.
By: BATTERY PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
---------------------------------
Member Manager
BATTERY PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
---------------------------------
Member Manager
BATTERY INVESTMENT PARTNERS IV, LLC
By: /s/ Richard D. Frisbie
---------------------------------
Manager
/s/ Richard D. Frisbie
---------------------------------
Richard D. Frisbie
*
---------------------------------
Oliver D. Curme
*
---------------------------------
Thomas J. Crotty
*
---------------------------------
Kenneth P. Lawler
*
---------------------------------
Todd A. Dagres
*By: /s/ Richard D. Frisbie
--------------------------------
Name: Richard D. Frisbie
-------------------------------
Attorney-in-Fact
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This Agreement was executed by Richard D. Frisbie or Oliver D. Curme
pursuant to Powers of Attorney which are incorporated herein by reference and
copies of which are attached hereto as Exhibit II.
Page 4 of 5 pages
EXHIBIT II
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Oliver D. Curme and Richard D.
Frisbie, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact, with full power of substitution, to sign any and
all instruments, certificates and document that may be necessary, desirable or
appropriate to be executed in his capacity as a general partner of ABF Partners,
L.P., ABF Partners II, L.P., and Battery Partners III, L.P., or in his capacity
as a member manager of Battery Partners IV, LLC, with respect to securities held
by such signatory as a result of his relationship with any of the foregoing
entities or with Battery Ventures, L.P., Battery Ventures II, L.P., Battery
Ventures III, L.P. or Battery Ventures IV, L.P., 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 attorneys-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 attorneys-in-fact, or
their 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
14th day of February, 1997.
/s/ Richard D. Frisbie
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Richard D. Frisbie
/s/ Robert G. Barrett
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Robert G. Barrett
/s/ Howard Anderson
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Howard Anderson
/s/ Oliver D. Curme
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Oliver D. Curme
/s/ Thomas J. Crotty
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Thomas J. Crotty
/s/ Kenneth P. Lawler
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Kenneth P. Lawler
/s/ Todd A. Dagres
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Todd A. Dagres
Page 5 of 5 pages