CPS TECHNOLOGIES CORP/DE/ — Major Shareholding Notification 2000

Feb 14, 2000

1 CUSIP NO.156905-10-1 Schedule 13G/A Page 1 of 7 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__)(1) Ceramics Process Systems Corporation (Name of issuer) Common Stock, $0.01 par value (Title of class of securities) 156905-10-1 (CUSIP number) December 16, 1999 (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Continued on the following pages) (Page 1 of 7 Pages) - -------------------------------- (1)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 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). 2 CUSIP NO.156905-10-1 Schedule 13G/A Page 2 of 7 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON CO, IA SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO.156905-10-1 Schedule 13G/A Page 3 of 7 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO.156905-10-1 Schedule 13G/A Page 4 of 7 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Adval Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON CO, IA SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO.156905-10-1 Schedule 13G/A Page 5 of 7 Item 1. (a) (b) This statement on Schedule 13G relates to the Reporting Persons' (as defined in Item 2 below) beneficial ownership interest in Ceramics Process Systems Corporation a Delaware corporation (the "Corporation"). The address of the principal executive office of the Corporation is 155 Fortune Boulevard, Milford, MA 01757. Item 2. (a) (b) (c) This statement is being filed by the following entities: (1) Advent International Corporation, a Delaware corporation; (2) Advent International Limited Partnership, a Delaware limited partnership; (3) Adval Limited Partnership, a Delaware limited partnership; The entities listed in subparagraph (1) through (3) above are herein collectively referred to as the "Reporting Persons" and individually as a "Reporting Person." The principal business address of all of the Reporting Persons is c/o Advent International Corporation, 75 State Street, Boston, MA 02109. (d) (e) This statement relates to the , par value $0.01 per share, (the "Common Stock") of the Corporation named in Item 1 of this statement. The CUSIP number associated with such Common Stock is 156905-10-1. Item 3. Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c). This statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c). This statement is being filed pursuant to rule 13d-1(c). Item 4. Ownership. (a) (b) (c) Each of Reporting Persons beneficially owns zero (0) Common Stock. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [x]. 6 CUSIP NO.156905-10-1 Schedule 13G/A Page 6 of 7 Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. The information for this item is contained on the individual cover pages to this filing, and is incorporated herein by reference. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [REMAINDER OF THIS PAGE INTENTIALLY LEFT BLANK.] 7 CUSIP NO.156905-10-1 Schedule 13G/A Page 7 of 7 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. January 11, 2000 ADVENT INTERNATIONAL CORPORATION By: Janet L. Hennessy Vice President /s/ Janet L. Hennessy ADVENT INTERNATIONAL LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy Vice President /s/ Janet L. Hennessy ADVAL LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy Vice President /s/ Janet L. Hennessy