<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-13799
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAMBRECHT & QUIST GROUP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3246636
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Bush Street
San Francisco, California 94104
(Address of principal executive offices, including zip code)
(415) 439-3000
(Registrant's telephone number, including area code)
1996 EQUITY PLAN
1995 STOCK OPTION PLAN
1985 STOCK OPTION PLAN
STOCK OPTION AGREEMENTS WITH SEVEN INDIVIDUALS
(Full title of the Plans)
STEVEN N. MACHTINGER
General Counsel and Secretary
Hambrecht & Quist Group
One Bush Street
San Francisco, California 94104
(415) 439-3000
(Name, address and telephone number of agent for service)
<PAGE>
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- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities to Amount to be offering price aggregate Amount of
be registered registered (1) per unit offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $34.22 $68,440,000(2) $20,189.80
$.01 par value,
issuable
pursuant to
Registrant's
1996 Equity
Plan
</TABLE>
(1) Represents additional shares issuable pursuant to Registrant's 1996 Equity
Plan (the "Plan") following stockholder approval of amendments to the Plan at
the Registrant's Annual Meeting held on February 24, 1998.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
as to 2,000,000 shares of Common Stock, solely for the purpose of calculating
the registration fee. The computation is based upon the average of the high and
low price of the Registrant's Common Stock as reported on the New York Stock
Exchange on April 16, 1998.
-2-
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
Pursuant to General Instruction E to Form S-8, except as set forth herein,
the contents of the Registration Statement filed by the Registrant under
Registration Number 333-13799 are hereby incorporated by reference herein, and
the opinions and consents listed below are annexed hereto:
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of April 15, 1998, Steven N. Machtinger, General Counsel and Secretary
of the Registant, owns 148,463 shares of the Registrant's Common Stock and holds
options to purchase 46,676 shares of the Registrant's Common Stock.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
<S> <C>
5.01 Opinion of Counsel, as to the legality of securities being
registered
10.01 Registrant's 1996 Equity Plan, as amended
23.01 Consent of Independent Public Accountants
24.01* Power of Attorney
</TABLE>
- -----------------
* Incorporated by reference to Registrant's S-8 Registration Statement filed on
October 9, 1996, Registration Number 333-13799.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California on April 21, 1998.
HAMBRECHT & QUIST GROUP
a Delaware corporation
By: /s/ Patrick J. Allen
------------------------------
Patrick J. Allen
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel H. Case III Chairman of the Board and April 21, 1998
- ---------------------- Chief Executive Officer
Daniel H. Case III (Principal Executive Officer)
/s/ William R. Timken* Vice Chairman April 21, 1998
- ----------------------
William R. Timken
/s/ Patrick J. Allen Chief Financial Officer April 21, 1998
- -------------------- (Principal Accounting and
Patrick J. Allen Financial Officer)
/s/ Howard B. Hillman* Director April 21, 1998
- ----------------------
Howard B. Hillman
/s/ William E. Mayer* Director April 21, 1998
- ---------------------
William E. Mayer
/s/ William J. Perry Director April 22, 1998
- --------------------
William J. Perry
/s/ Edmund H. Shea, Jr.* Director April 21, 1998
- ------------------------
Edmund H. Shea, Jr.
</TABLE>
*By: /s/ Patrick J. Allen
--------------------
Patrick J. Allen
Attorney-in-fact.
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
5.01 Opinion of Counsel, as to the legality of securities being
registered
10.01 Registrant's 1996 Equity Plan, as amended
23.01 Consent of Independent Public Accountants
24.01* Power of Attorney
</TABLE>
- -----------------
* Incorporated by reference to Registrant's S-8 Registration Statement filed on
October 9, 1996, Registration Number 333-13799.
-5-
<PAGE>
EXHIBIT 5.01
Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104
April 21, 1998
Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 21, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 additional shares of common
stock (the "Shares") under the 1996 Equity Plan (the "Plan"). As General
Counsel for Hambrecht & Quist Group, I have examined the proceedings taken and
am familiar with the proceedings proposed to be taken in connection with the
issuance and sale of the Shares pursuant to the Plan.
It is my opinion that the Shares, when issued and sold in the manner
described in the Plan and pursuant to the agreement that accompanies each
grant under the Plan, will be legally and validly issued, fully-paid and
non-assessable.
Very truly yours,
/s/ Steven N. Machtinger
Steven N. Machtinger
General Counsel and Secretary
<PAGE>
HAMBRECHT & QUIST GROUP
1996 EQUITY PLAN
ARTICLE 1. INTRODUCTION
The Plan was adopted by the Board effective June 19, 1996. The
Plan was amended and restated by the Board on December 18, 1997 and approved by
the Company's stockholders on February 24, 1998.
The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Employees,
Outside Directors and Consultants to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside
Directors and Consultants directly to stockholder interests through increased
stock ownership. The Plan seeks to achieve this purpose by providing for Awards
in the form of Plan Shares or Options (which may constitute incentive stock
options or nonstatutory stock options).
The Plan shall be governed by, and construed in accordance with,
the laws of the State of California (except their choice-of-law provisions).
ARTICLE 2. ADMINISTRATION.
2.1 COMMITTEE COMPOSITION. The Plan shall be administered by one or
more Committees that shall consist of either the full Board of Directors or one
or more directors of the Company, who shall be appointed by the Board. If more
than one Committee is appointed, each such committee shall be included in the
definition of "Committee" whenever used herein.
2.2 COMMITTEE RESPONSIBILITIES. The Committee shall (a) select the
Employees, Outside Directors and Consultants who are to receive Awards under the
Plan, (b) determine the type, number, vesting requirements and other features
and conditions of such Awards, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan. The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding on all
persons.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 BASIC LIMITATION. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Common Shares that may be awarded under the Plan either as Option or Plan Shares
shall not exceed 5,000,000. The limitations of this Section 3.1 shall be
subject to adjustment pursuant to Article 8.
3.2 ANNUAL INCREASE. In addition to the number of Common Shares
issuable under the Plan pursuant to Section 3.1, as of January 1, of each year,
commencing with the year 1999, the aggregate number of shares authorized for
issuance either as Option or Plan Shares shall automatically increase by a
number equal to the lesser of (i) 3.0% of the total number of shares of Common
Stock of the Company then outstanding and (ii) 750,000 shares.
<PAGE>
3.3 ADDITIONAL SHARES. If Options are forfeited or terminate for any
other reason before being exercised, then the corresponding Common Shares shall
again become available for the grant of Options or Plan Shares under the Plan.
If Plan Shares are forfeited, then the corresponding Common Shares shall again
become available for the grant of NSOs or Plan Shares under the Plan. The
aggregate number of Common Shares that may be issued under the Plan upon the
exercise of ISOs shall not be increased when Plan Shares or other Common Shares
are forfeited.
ARTICLE 4. ELIGIBILITY.
4.1 NONSTATUTORY STOCK OPTIONS. Only Employees, Outside Directors and
Consultants shall be eligible for the grant of NSOs.
4.2 INCENTIVE STOCK OPTIONS AND PLAN SHARES. Only Employees, Outside
Directors and Consultants shall be eligible for the grant of Plan Shares. Only
Employees who are common-law employees of the Company, a Parent or a Subsidiary
shall be eligible for the grant of ISOs. In addition, an Employee who owns more
than 10% of the total combined voting power of all classes of outstanding stock
of the Company or any of its Parents or Subsidiaries shall not be eligible for
the grant of an ISO unless the requirements set forth in section 422(c)(6) of
the Code are satisfied.
ARTICLE 5. OPTIONS.
5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The
Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. Options may be granted in consideration of a cash
payment or in consideration of a reduction in the Optionee's other compensation.
A Stock Option Agreement may provide that a new Option will be granted
automatically to the Optionee when he or she exercises a prior Option and pays
the Exercise Price in the form described in Section 6.2.
5.2 NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 8. Options granted to any
Optionee in a single fiscal year of the Company shall not cover more than
500,000 Common Shares, except that Options granted to a new Employee in the
fiscal year of the Company in which his or her service as an Employee first
commences shall not cover more than 1,000,000 Common Shares. The limitations
set forth in the preceding sentence shall be subject to adjustment in accordance
with Article 8.
5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price, provided that the Exercise Price under an ISO shall in no event
be less than 100% of the Fair Market Value of a Common Share on the date of
grant. In the case of an NSO, a Stock Option Agreement may specify an Exercise
Price that varies in accordance with a predetermined formula while the NSO is
outstanding.
5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option, provided that
the term of an ISO shall in no event exceed 10 years from the date of grant. A
Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, disability or retirement or other events and may
<PAGE>
provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service. NSOs may also be awarded in combination
with Plan Shares, and such an Award may provide that the NSOs will not be
exercisable unless the related Plan Shares are forfeited.
5.5 EFFECT OF CHANGE IN CONTROL. The Committee may determine, at the
time of granting an Option or thereafter, that all or part of such Option shall
become exercisable as to all Common Shares subject to such Option in the event
that a Change in Control occurs with respect to the Company. Absent a contrary
determination by the Committee, if (a) a Change in Control occurs with respect
to the Company and (b) the surviving corporation or its parent or subsidiary
does not continue or assume outstanding Options or substitute its own options
for such Options, then such Options shall become exercisable to the extent that
they otherwise would have become exercisable within 12 months after such Change
in Control. For purposes of this Section 5.5 and Section 8.3, an Option shall
be considered assumed or replaced by a substitute option if the new option
confers the right to purchase, for each Common Share subject to the Option
immediately prior to the Change in Control, the consideration (whether stock,
cash or other securities or property) received in the Change in Control by the
Company's stockholders for each Common Share held on the effective date of the
Change in Control (and if stockholders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Common Shares); provided, however, that if such consideration received in the
Change in Control is not solely common stock of the successor corporation or its
parent corporation, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Common Share subject to the Option, to be solely common
stock of the successor corporation or its parent corporation equal in fair
market value to the per share consideration received by holders of Common Shares
in the Change in Control.
5.6 MODIFICATION OR ASSUMPTION OF OPTIONS. Within the limitations of
the Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.
5.7 BUYOUT PROVISIONS. The Committee may at any time (a) offer to buy
out for a payment in cash or cash equivalents an Option previously granted or
(b) authorize an Optionee to elect to cash out an Option previously granted, in
either case at such time and based upon such terms and conditions as the
Committee shall establish.
ARTICLE 6. PAYMENT FOR OPTION SHARES.
6.1 GENERAL RULE. The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash or cash equivalents at the
time when such Common Shares are purchased, except as follows:
(a) In the case of an ISO granted under the Plan, payment
shall be made only pursuant to the express provisions of the
applicable Stock Option Agreement. The Stock Option Agreement may
specify that payment may be made in any form(s) described in this
Article 6.
(b) In the case of an NSO, the Committee, in its sole and
absolute discretion, may at any time accept payment in any form(s)
described in this Article 6.
<PAGE>
6.2 SURRENDER OF STOCK. To the extent applicable under Section 6.1,
payment for all or any part of the Exercise Price may be made with Common Shares
which are already owned by the Optionee. Such Common Shares shall be valued at
their Fair Market Value on the date when the new Common Shares are purchased
under the Plan. The Optionee shall not surrender Common Shares in payment of
the Exercise Price if such surrender would cause the Company to recognize
compensation expense with respect to the Option for financial reporting
purposes.
6.3 EXERCISE/SALE. To the extent applicable under Section 6.1,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.
6.4 EXERCISE/PLEDGE. To the extent applicable under Section 6.1,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part of
the loan proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes.
6.5 PROMISSORY NOTE. To the extent applicable under Section 6.1,
payment may be made with a promissory note; provided that the par value of the
Common Shares shall be paid in cash or cash equivalents.
6.6 OTHER FORMS OF PAYMENT. To the extent applicable under Section
6.1, payment may be made in any other form that is consistent with applicable
laws, regulations and rules.
ARTICLE 7. PLAN SHARES.
7.1 TIME, AMOUNT AND FORM OF AWARDS. Awards under the Plan may be
granted in the form of Plan Shares. Plan Shares may also be awarded in
combination with NSOs, and such an Award may provide that the Plan Shares will
be forfeited in the event that the related NSOs are exercised.
7.2 PAYMENT FOR AWARDS. To the extent that an Award is granted in the
form of newly issued Plan Shares, the Award recipient, as a condition to the
grant of such Award, shall be required to pay the Company in cash or cash
equivalents an amount equal to the par value of such Plan Shares. To the extent
that an Award is granted in the form of Plan Shares from the Company's treasury,
no cash consideration shall be required of the Award recipients. To the extent
payment is not made in cash or cash equivalents, it may be made with a
promissory note if the Stock Agreement so provides.
7.3 VESTING CONDITIONS. Each Award of Plan Shares may or may not be
subject to vesting. Vesting may occur in full or in installments, upon
satisfaction of the conditions specified in the Stock Agreement. A Stock
Agreement may provide for accelerated vesting in the event of the Participant's
death, disability or retirement or other events. If a Change in Control occurs
with respect to the Company, then all outstanding Plan Shares shall become
vested to the extent that they otherwise would have become vested within twelve
months after such Change of Control. The Committee may include among such
conditions the requirement that the performance of the Company or a business
unit of the Company for a specified period of one or more years equal or exceed
a target determined in advance by the Committee. Such performance shall be
determined by the Company's independent auditors. Such a target shall be based
upon one or more of the following criteria: return on equity, operating income,
earnings per share, market share results or revenue targets. The Committee
shall determine such target not later than the 90th day of such
<PAGE>
period. In no event shall the number of Plan Shares which are subject to
performance-based vesting conditions and which are granted to any Participant in
a single calendar year exceed 250,000, subject to adjustment in accordance with
Article 8.
7.4 VOTING AND DIVIDEND RIGHTS. The holders of Plan Shares subject to
vesting awarded under the Plan shall have the same voting, dividend and other
rights as the Company's other stockholders.
ARTICLE 8. PROTECTION AGAINST DILUTION.
8.1 ADJUSTMENTS. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of (a) the number of Options
and Plan Shares available for future Awards under Article 3, (b) the limitations
set forth in Section 5.2, (c) the number of Common Shares covered by each
outstanding Option or (d) the Exercise Price under each outstanding Option.
Except as provided in this Article 8, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.
8.2 DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for an Optionee to
have the right to exercise his or her Options until 10 days prior to such
transaction as to some or all of the Common Shares covered thereby, including
Common Shares as to which the Options would not otherwise be exercisable. In
addition, the Committee may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or to any Plan
Shares shall lapse as to some or all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent not previously exercised, Options shall terminate
immediately prior to the consummation of such proposed action.
8.3 REORGANIZATIONS. In the event that the Company is a party to a
merger or other reorganization, outstanding Options and Plan Shares shall be
subject to the agreement of merger or reorganization. Such agreement may
provide, without limitation, for the continuation of outstanding Awards by the
Company (if the Company is a surviving corporation), for their assumption by the
surviving corporation or its parent or subsidiary, for the substitution by the
surviving corporation or its parent or subsidiary of its own awards for such
Awards, for accelerated vesting and accelerated expiration, or for settlement in
cash or cash equivalents.
ARTICLE 9. AWARDS UNDER OTHER PLANS.
The Company may grant awards under other plans or programs. Such awards may be
settled in the form of Common Shares issued under this Plan. Such Common Shares
shall be treated for all purposes under the Plan like Plan Shares and shall,
when issued, reduce the number of Common Shares available for the grant of Plan
Shares under Article 3.
ARTICLE 10. LIMITATION ON RIGHTS.
10.1 RETENTION RIGHTS. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an Employee,
Outside Director or Consultant.
<PAGE>
The Company and its Parents, Subsidiaries and Affiliates reserve the right to
terminate the service of any Employee, Outside Director or Consultant at any
time, with or without cause, subject to applicable laws, the Company's
certificate of incorporation and by-laws and a written employment agreement (if
any).
10.2 STOCKHOLDERS' RIGHTS. An Optionee shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the time when he or she becomes entitled to
receive such Common Shares by filing a notice of exercise and paying the
Exercise Price. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided in
the Plan.
10.3 REGULATORY REQUIREMENTS. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.
ARTICLE 11. WITHHOLDING TAXES.
11.1 GENERAL. To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not
be required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.
11.2 SHARE WITHHOLDING. The Committee may permit a Participant to
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Common Shares that otherwise
would be issued to him or her or by surrendering all or a portion of any Common
Shares that he or she previously acquired. Such Common Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would be withheld in
cash.
ARTICLE 12. FUTURE OF THE PLAN.
12.1 TERM OF THE PLAN. The Plan became effective on October 1, 1996.
The Plan shall remain in effect until it is terminated under Section 12.2,
except that no ISOs shall be granted after June 18, 2006.
12.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Awards shall be granted under the
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Award previously granted under the Plan.
ARTICLE 13. DEFERRAL OF DELIVERY OF SHARES
The Committee (in its sole discretion) may permit or require an Optionee to have
Common Shares that otherwise would be delivered to such Optionee as a result of
the exercise of an Option converted into amounts credited to a deferred
compensation account established for such Optionee by the Committee as an entry
on the Company's books. Such amounts shall be determined by reference to the
Fair Market Value of such Common Shares as of the date when they otherwise would
have been delivered to such Optionee. A deferred compensation account
established under
<PAGE>
this Article 13 may be credited with interest or other forms of investment
return, as determined by the Committee. An Optionee for whom such an account is
established shall have no rights other than those of a general creditor of the
Company. Such an account shall represent an unfunded and unsecured obligation
of the Company and shall be subject to the terms and conditions of the
applicable agreement between such Optionee and the Company. If the conversion
of Options is permitted or required, the Committee (in its sole discretion) may
establish rules, procedures and forms pertaining to such conversion, including
(without limitation) the settlement of deferred compensation accounts
established under this Article 13.
ARTICLE 14. DEFINITIONS.
14.1 "AFFILIATE" means any entity other than a Subsidiary, if the
Company and/or one or more Subsidiaries own not less than 50% of such entity.
14.2 "AWARD" means any award of an Option or a Plan Share under the
Plan.
14.3 "BOARD" means the Company's Board of Directors, as constituted from
time to time.
14.4 "CHANGE IN CONTROL" shall mean (i) a merger or other
reorganization in which the stockholders of the Company immediately prior to
such transaction do not hold directly indirectly at least 50% of the voting
power of the surviving entity or the parent corporation of the surviving entity
immediately following such merger or other reorganization or (ii) the sale of
all or substantially all of the Company's assets.
14.5 "CODE" means the Internal Revenue Code of 1986, as amended.
14.6 "COMMITTEE" means a committee of the Board, as described in Article
2.
14.7 "COMMON SHARE" means one share of the common stock of the Company.
14.8 "COMPANY" means Hambrecht & Quist Group, a Delaware corporation.
14.9 "CONSULTANT" means a consultant or adviser who provides bona fide
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 4.2.
14.10 "EMPLOYEE" means a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate.
14.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
14.12 "EXECUTIVE OFFICERS" means those Employees of the Company who are
required to file reports under Section 16(a) of the Exchange Act.
14.13 "EXERCISE PRICE," in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement.
14.14 "FAIR MARKET VALUE" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems appropriate.
Such determination shall be conclusive and binding on all persons.
<PAGE>
14.15 "ISO" means an incentive stock option described in section 422(b)
of the Code.
14.16 "NSO" means a nonstatutory stock option not described in sections
422 or 423 of the Code.
14.17 "OPTION" means an ISO or NSO granted under the Plan and entitling
the holder to purchase Common Shares.
14.18 "OPTIONEE" means an individual or estate who holds an Option.
14.19 "OUTSIDE DIRECTOR" shall mean a member of the Board who is not an
Employee. Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.2.
14.20 "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent commencing
as of such date.
14.21 "PARTICIPANT" means an individual or estate who holds an Award.
14.22 "PLAN" means this Hambrecht & Quist Group 1996 Equity Plan, as
amended from time to time.
14.23 "PLAN SHARE" means a Common Share awarded under the Plan.
14.24 "SECTION 16 PERSONS" means those persons required to file reports
pursuant to Section 16(a) of the Exchange Act.
14.25 "STOCK AGREEMENT" means the agreement between the Company and the
recipient of a Plan Share that contains the terms, conditions and any
restrictions pertaining to such Plan Share.
14.26 "STOCK OPTION AGREEMENT" means the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions pertaining
to his or her Option.
14.27 "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November 12,
1997, on the consolidated financial statements of Hambrecht & Quist Group and
Subsidiaries for the fiscal year ended September 30, 1997 included in
Hambrecht & Quist Group's Form 10-K for the year ended September 30, 1997.
ARTHUR ANDERSEN LLP
San Francisco, California
April 17, 1998
