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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. __)
ESPS, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
269129-10-2
(CUSIP Number)
December 31, 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)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 2 of 15
1 Name Of Reporting Person ADOBE VENTURES, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* PN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 3 of 15
1 Name Of Reporting Person H&Q ADOBE VENTURES MANAGEMENT, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* PN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 4 of 15
1 Name Of Reporting Person H&Q ESPS INVESTORS, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* PN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 5 of 15
1 Name Of Reporting Person H&Q ESPS INVESTMENT MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* OO
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 6 of 15
1 Name Of Reporting Person H&Q VENTURE ASSOCIATES, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* 00
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 7 of 15
1 Name Of Reporting Person WILLIAM R. HAMBRECHT
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* IN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 8 of 15
1 Name Of Reporting Person SAMUEL D. KINGSLAND
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* IN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 9 of 15
1 Name Of Reporting Person STANDISH H. O'GRADY
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 3,770,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 3,770,000
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 3,770,000
10 Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 24.0%
12 Type Of Reporting Person* IN
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 10 of 15
Item 1(a). Name of Issuer.
ESPS, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
1300 Virginia Drive, Suite 125, Fort Washington, PA
19034.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages
of this Schedule, which Items are incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush
Street, San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages
of this Schedule, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities.
Common Stock, $0.001 par value ("Common Stock").
Item 2(e). CUSIP Number.
269129-10-2
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of the
cover pages to this Schedule, which Items are incorporated by
reference herein. According to information furnished to the
reporting persons by the Issuer, there were 15,678,866 shares of
Common Stock issued and outstanding as of December 31, 1999. As
of December 31, 1999, the reporting persons owned the following
shares of Common Stock:
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 11 of 15
Common Stock
Person Directly Owned
Adobe Ventures, L.P. 820,201
H&Q Adobe Ventures Management, L.P. 49,799
H&Q ESPS Investors, L.P. 2,900,000
_________
TOTAL 3,770,000
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Because voting and investment decisions concerning the
above securities may be made by or in conjunction with the other
reporting persons, each of the reporting persons may be deemed a
member of a group that shares voting and dispositive power over
all of the above securities. Although the reporting persons are
reporting such securities as if they were members of a group, the
filing of this Schedule shall not be construed as an admission by
any reporting person that it is a beneficial owner of any
securities other than those directly held by such reporting
person.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is also
possible that the individual general partners, directors,
executive officers, members and/or managers of the foregoing
entities might be deemed the "beneficial owners" of some or all
of the securities to which this Schedule relates in that they
might be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the
beneficial owner of any of the securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 12 of 15
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 13 of 15
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 10, 2000.
ADOBE VENTURES, L.P. H&Q VENTURE ASSOCIATES, LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ADOBE VENTURES MANAGEMENT, WILLIAM R. HAMBRECHT
L.P.
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ESPS INVESTORS, L.P. SAMUEL D. KINGSLAND
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ESPS INVESTMENT MANAGEMENT, STANDISH H. O'GRADY
LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 14 of 15
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 15
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CUSIP No. 269129-10-2 SCHEDULE 13G Page 15 of 15
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13G
to evidence the agreement of the below-named parties, in
accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule and any subsequent
amendment jointly on behalf of each of such parties.
DATED: February 10, 2000.
ADOBE VENTURES, L.P. H&Q VENTURE ASSOCIATES, LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ADOBE VENTURES MANAGEMENT, WILLIAM R. HAMBRECHT
L.P.
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ESPS INVESTORS, L.P. SAMUEL D. KINGSLAND
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ESPS INVESTMENT MANAGEMENT, STANDISH H. O'GRADY
LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
