<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1998
Registration No. 333-______
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
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
(Full title of the Plan)
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>
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 share offering price registration fee
------------- -------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $27.75 $55,500,000(2) $16,818.18
$.01 par value
</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 June 15, 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 June 5, 1998, Steven N. Machtinger, General Counsel and Secretary
of the Registant, beneficially 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
<C> <S>
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 (see page 4)
</TABLE>
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 June 11, 1998.
HAMBRECHT & QUIST GROUP
a Delaware corporation
By: /s/ Daniel H. Case III
---------------------------------------
Daniel H. Case III
Chairman and Chief Executive Officer
By: /s/ Patrick J. Allen
---------------------------------------
Patrick J. Allen
Chief Financial Officer
-3-
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Daniel H. Case III, Patrick J. Allen and Steven N. Machtinger, or any of them
(with full power to each of them to act alone), his attorneys-in-fact, each
with full power of substitution, for him in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8, and to file them
and any other related documents, with the Securities and Exchange Commission.
Each person further ratifies and confirms all that each of the
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done with regard to this Registration Statement on Form S-8.
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 June 11, 1998
- ---------------------------- Chief Executive Officer
Daniel H. Case III (Principal Executive
Officer)
/s/ William R. Timken Vice Chairman of the June 11, 1998
- ---------------------------- Board of Directors
William R. Timken
/s/ Patrick J. Allen Chief Financial Officer June 11, 1998
- ---------------------------- (Principal Accounting and
Patrick J. Allen Financial Officer)
/s/ Howard B. Hillman Director June 16, 1998
- ----------------------------
Howard B. Hillman
/s/ William E. Mayer Director June 11, 1998
- ----------------------------
William E. Mayer
Director June , 1998
- ----------------------------
William J. Perry
/s/ Edmund H. Shea, Jr. Director June 11, 1998
- ----------------------------
Edmund H. Shea, Jr.
</TABLE>
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
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 (see page 4)
</TABLE>
-5-
<PAGE>
EXHIBIT 5.01
Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104
June 16, 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 June 16, 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
June 10, 1998
