SC 13D/A 1 p13760_sc13.txt SCHEDULE 13-D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. _1_ Under the Securities Exchange Act of 1934 EUPHONIX, INC. ------------------ (Name of Issuer) Common Stock -------------------------------------- (Title of Class of Securities) 298416108 ------------------- (CUSIP Number) Bea Pezino ONSET Ventures 2400 Sand Hill Road, Suite 150 Menlo Park, CA 94025 (650) 529-0700 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 1999 ---------------------------------------------------------- (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. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7(b) 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). (Continued on following pages) Page 1 of 12 pages

Page 7 of 12 pages Item 1. Security and the Issuer (a) Title of Security: Common Stock (b) Name of the Issuer: Euphonix, Inc., a California corporation. (c) The Issuer's principal executive office: 220 Portage Road Palo Alto, CA 94306 Description of Business: The Issuer is engaged in the development, manufacture and marketing of digitally controlled audio mixing consoles for use in the production of audio content for the music, post production (film and television), broadcast, live sound reinforcement (live concerts and theater) and multimedia segments of the professional audio market. Item 2. Identity and Background (a) Name of the Reporting Persons: i. ONSET Enterprise Associates, L.P. ("OEA"): ii. OEA Management, L.P. ("OEAM"); iii. ONSET Enterprise Associates III, L.P. ("OEA III") iv. OEA III Management, L.L.C. (OEA IIIM") iii. Robert F. Kuhling, Jr. ("Kuhling"); v. Terry L. Opdendyk ("Opdendyk"). (b) Business address: 2400 Sand Hill Road, Suite 150 Menlo Park, CA 94025 (c) Present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted: OEA: Venture Capital Fund Page 8 of 12 pages OEAM: General Partner of OEA OEA III: Venture Capital Fund OEA IIIM: General Partner of OEA III Kuhling: General Partner of OEAM Opdendyk: General Partner of OEAM (d) Convictions in criminal proceedings in the last five years: None. (e) Judgments for violations of Securities Laws in the last five years: None. (f) Citizenship or Place of Organization OEA: Delaware OEAM: Delaware OEA III: Delaware OEA IIIM: California Kuhling: United States Opdendyk: United States Item 3: Source and Amount of Funds or Other Consideration. On October 31, 1990, OEA acquired 517,092 shares of Euphonix, Inc. ("Euphonix") Series A Preferred Stock for $517,092 using investment capital. On March 11, 1991, OEA acquired 285,714 shares of Euphonix Series B Preferred Stock for $500,000 using investment capital. On May 31, 1991, OEA acquired 275,947 shares of Euphonix Series B Preferred Stock for $482,907 using investment capital. On November 5, 1991, OEA acquired 325,582 shares of Euphonix Series C Preferred Stock for $700,001 using investment capital. On August 22, 1995, in connection with the initial public offering of Issuer's Common Stock (the "IPO"), OEA received (i) 517,092 shares of Issuer's Common Stock in exchange for its Series A Preferred Stock, (ii) 561,661 shares of Issuer's Common Stock in exchange for its Series B Preferred Stock and (iii) 325,582 shares of Issuer's Common Stock in exchange for its Series C Preferred Stock. On February 20, 1996, Kuhling and Opdendyk each received 587 shares of Issuer's Common Stock for no consideration as the result of a pro rata distribution of shares by OEA to its general and limited partners. On March 18, 1998, OEA acquired 800,000 shares of Issuer's Common Stock for Page 9 of 12 pages $1,500,000 using investment capital. On February 24, 2000 and March 15, 2000, OEA purchased notes for a total of $220,000, using investment capital. Such notes convert into 86,913 shares of Issuer's Common Stock pursuant to the conversion features and as approved by the shareholders on June 26, 2000. Such shares have not yet been issued but are included herein. On October 12, 1999, OEA III received 991,051 shares of Issuer's Common Stock upon conversation of two secured Promissory Notes each in the amount of $500,000. On November 9, 1999, OEA III acquired 451,916 shares of Issuer's Common Stock for $500,000 using investment capital. On February 24, 2000 and March 15, 2000, OEA III purchased notes for a total of $180,000, using investment capital. Such notes convert into 71,111 shares of Issuer's Common Stock pursuant to the conversion features and as approved by the shareholders on June 26, 2000. Such shares have not yet been issued but are included herein. Item 4. Purpose of the Transaction Reporting Persons acquired the securities of Issuer for purposes of investment. Reporting Persons currently have no plans or proposals with respect to Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing Statement Page 10 of 12 pages

Page 11 of 12 pages EXHIBIT A Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us.

Page 12 of 12 pages

EUPHONIX INC \CA\ SC 13D/A