UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
Under the Securities Exchange Act of 1934
(Amendment No. ______ )*
Monolithic System Technology, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
------------------------------------------------------------
(Title of Class of Securities)
609842109
------------------------------------------------------------
(CUSIP Number)
December 31, 2002
------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] 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 6 Pages
-------------------------- ---------------------------
CUSIP NO. 609842109 13G Page 2 of 6 Pages
------------
-------------------------- ---------------------------
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Granahan Investment Management, Inc. 04-2856200
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
Not applicable.
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts, United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 333,200
------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
1,820,000
REPORTING
------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,820,000
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.80%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 pages
Item 1(a). Name of Issuer:
Monolithic System Technology, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Monolithic System Technology, Inc.
1020, Stewart Drive,
Sunnyvale
California 94085
Item 2(a). Name of Person Filing:
Granahan Investment Management, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
275 Wyman Street, Suite 270
Waltham, MA 02154
Item 2(c). Citizenship:
Commonwealth of Massachusetts, United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01
Item 2(e). CUSIP Number:
609842109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
Page 3 of 6 pages
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[_]
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:1,820,000
(b) Percent of class: 5.80%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 333,200
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,820,000
(iv) shared power to dispose or to direct the disposition of: 0
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 person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Page 4 of 6 pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Certain other persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
class of securities which are subject to this report.
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
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
Page 5 of 6 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.
GRANAHAN INVESTMENT MANAGEMENT, INC.
Date: February 7, 2003 By: /s/ John J. Granahan
--------------------
Name/Title: John J. Granahan, President
Page 6 of 6 pages