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UNITED STATES
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 RULE 13D-2(B)
(AMENDMENT NO. 1 )*
ATHEROGENICS, INC.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
047439104
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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).
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CUSIP No. 047439104 13G PAGE 2 OF 7 PAGES
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SCHEDULE 13G
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Item 1(a). NAME OF ISSUER: AtheroGenics, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8995 Westside Parkway, Alpharetta, GA 30004
Item 2(a). NAMES OF PERSONS FILING: (1) Alliance Technology
Ventures, Limited Partnership ("ATV"); (2) ATV/GP
Parallel Fund, Limited Partnership ("ATV/GP"); (3)
ATV/MFJ Parallel Fund, Limited Partnership ("ATV/MFJ");
(4) Michael A Henos ("Henos"); and (5) Stephen R.
Fleming ("Fleming"). Henos and Fleming are the
individual general partners of ATV, ATV/GP and ATV/MFJ.
The entities and persons named in this paragraph are
referred to individually herein as a "Reporting Person"
and collectively as the "Reporting Persons."
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: The address of the principal business office
of each of ATV, ATV/GP, ATV/MFJ, Henos and Fleming is
8995 Westside Parkway, Suite 200, Alpharetta, GA, 30004.
Item 4. OWNERSHIP.
Not Applicable
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. Each Reporting Person has ceased to own
beneficially more than five percent (5%) of the
outstanding Common Stock of AtheroGenics, 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
ATHEROGENICS, INC. REMAIN UNCHANGED.
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CUSIP No. 047439104 13G PAGE 3 OF 7 PAGES
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SIGNATURE
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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. We also hereby agree to file this
statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Date: February 6, 2002
ALLIANCE TECHNOLOGY VENTURES, LIMITED PARTNERSHIP
By: *
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Michael A. Henos
General Partner
ATV/GP PARALLEL FUND, LIMITED PARTNERSHIP
By: *
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Michael A. Henos
General Partner
ATV/MFJ PARALLEL FUND, LIMITED PARTNERSHIP
By: *
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Michael A. Henos
General Partner
Michael A. Henos
*
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CUSIP No. 047439104 13G PAGE 4 OF 7 PAGES
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Stephen R. Fleming
*
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By: /s/ Michael A. Henos
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Michael A. Henos
Attorney-in-Fact
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This Schedule 13G was executed by Michael A. Henos pursuant to Powers of
Attorney filed with the Securities and Exchange Commission on February 13, 2001
in connection with a Schedule 13G for AtheroGenics, Inc., which Powers of
Attorney are incorporated herein by reference and copies of which are attached
hereto as Exhibit 2.
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CUSIP No. 047439104 13G PAGE 5 OF 7 PAGES
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EXHIBIT 1
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AGREEMENT
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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 by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of shares of Common Stock of AtheroGenics, Inc.
EXECUTED this 6th day of February, 2002.
ALLIANCE TECHNOLOGY VENTURES, LIMITED PARTNERSHIP
By: *
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Michael A Henos
General Partner
ATV/GP PARALLEL FUND, LIMITED PARTNERSHIP
By: *
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Michael A Henos
General Partner
ATV/MFJ PARALLEL FUND, LIMITED PARTNERSHIP
By: *
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Michael A Henos
General Partner
MICHAEL A. HENOS
*
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CUSIP No. 047439104 13G PAGE 6 OF 7 PAGES
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STEPHEN R. FLEMING
*
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By: /s/ Michael A. Henos
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Michael A. Henos
Attorney-in-Fact
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This Schedule 13G was executed by Michael A. Henos pursuant to Powers of
Attorney filed with the Securities and Exchange Commission on February 13, 2001
in connection with a Schedule 13G for AtheroGenics, Inc., which Powers of
Attorney are incorporated herein by reference and copies of which are attached
hereto as Exhibit 2.
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CUSIP No. 047439104 13G PAGE 7 OF 7 PAGES
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EXHIBIT 2
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael A. Henos and Stephen R.
Fleming, 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 documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as 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 7th day of February, 2001.
/s/ Michael A. Henos
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Michael A. Henos
/s/ Stephen R. Fleming
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Stephen R. Fleming