<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interlinq Software Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
4587531000
(CUSIP Number)
J.D. Delafield
W.R. Hambrecht + Co., LLC
550 Fifteenth Street
San Francisco, CA 94103
(415) 551-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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 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 ("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).
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Cusip Number 4587531000
Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Hambrecht
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
372,492
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
372,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 3
Cusip Number 4587531000
Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ironstone Group, Inc.
952829956
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
372,492
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
372,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14 TYPE OF REPORTING PERSON
CO
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Cusip Number 4587531000
Page 4 of 8 Pages
This Schedule 13D is being filed by each reporting person with respect to shares
of the issuer's common stock beneficially owned by such reporting person, as
described in Item 5 below.
ITEM 1. SECURITY AND ISSUER.
The reporting person is the holder of shares of the Common Stock (the "Stock")
of Interlinq Software Corporation, a Washington corporation (the "Company" or
"Interlinq"), 11255 Kirkland Way, Kirkland, Washington 98033.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) & (c) The following information is given with respect to the
persons filing this statement:
WILLIAM R. HAMBRECHT is a United States citizen whose business address is 550
Fifteenth Street, San Francisco, California 94103. His principal occupation is
President of W.R. Hambrecht + Co., LLC.
IRONSTONE GROUP, INC. ("Ironstone") is a Delaware corporation that was
incorporated in 1972. Prior to 1988 Ironstone was known as OXOCO, Inc.
Ironstone's principal office is located at One Bush Street, Suite 1240, San
Francisco, California 94104. Ironstone's shares of common stock are listed in
the "pink sheets," and Ironstone consolidates the financial statements of its
majority-owned subsidiaries Belt Perry Associates, Inc., an Arizona corporation,
Belt Perry Associates, Inc., a California corporation, Taxnet, Inc., an Arizona
corporation, and DeMoss Corporation, a California corporation.
<TABLE>
<CAPTION>
Name Position Address Principal Occupation (Business)
- ---- -------- ------- -------------------------------
<S> <C> <C> <C>
Robert W. Rembowski Chief Executive Ironstone Group, Inc. Chief Executive Officer, Treasurer and Secretary
Officer, Treasurer One Bush Street, Suite 1240 of Ironstone
and Secretary San Francisco, CA 94104
Edmund H. Shea, Jr. Director 655 Brea Canyon Road Vice President of J.F. Shea Co., Inc.
Walnut, CA 91789 (construction and venture capital)
</TABLE>
(d) & (e) To the best of the knowledge of the reporting persons, during
the last five years none of the reporting persons or their officers,
directors or controlling persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All individuals referred to above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of Stock of the Company were purchased with the funds of the
reporting person as listed in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION.
William R. Hambrecht and Ironstone originally acquired their shares for general
investment purposes.
William R. Hambrecht and his related investment firm, W.R. Hambrecht + Co., LLC,
have initiated discussions with the Company regarding an extraordinary
transaction involving the Company, which may take the form of a merger,
recapitalization or reorganization, or some combination thereof. In such a
transaction, a substantial majority of the currently outstanding shares of
Stock of the Company would be exchanged for cash and Mr. Hambrecht, W.R.
Hambrecht + Co., LLC or affiliates of one or both, or some combination thereof,
would hold a majority of the outstanding shares of Stock of the Company upon
consummation of the transaction. To date, Mr. Hambrecht and W.R. Hambrecht +
Co., LLC have been considering offering a cash price per share of
approximately $8.50.
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Cusip Number 4587531000
Page 5 of 8 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, there were 5,122,553 shares of Stock outstanding as of
November 6, 1998. The following summarizes the shares of the Company
beneficially owned by the reporting person:
<TABLE>
<CAPTION>
Number of Shares of Stock Number of Shares of Stock Percentage of Class
Investor (but for Rule 13d-5(b)(1)) Beneficially Owned Beneficially Owned
- -------- -------------------------- ------------------ ------------------
<S> <C> <C> <C>
William R. Hambrecht 109,292 372,492 7.27%
Ironstone Group, Inc. 263,200 372,492 7.27%
</TABLE>
Beneficial ownership of 263,200 shares of Stock otherwise beneficially owned by
Ironstone is attributed to William R. Hambrecht by virtue of Rule 13d-5(b)(1) of
the Commission and beneficial ownership of 109,292 shares of Stock otherwise
beneficially owned by William R. Hambrecht is attributed to Ironstone by virtue
of such rule. Of the 109,292 shares beneficially owned by Mr. Hambrecht, 47,942
shares are owned by The Hambrecht 1980 Revocable Trust and 61,800 shares are
owned by W. R. Hambrecht + Co., LLC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Ironstone and William R. Hambrecht may be deemed to be acting in concert with
respect to the Company, and for such reason have jointly filed this Schedule
13D.
Mr. Hambrecht and Mr. Rembowski, and Mr. Hambrecht and Mr. Shea, have business
relationships in matters unrelated to the Company.
W. R. Hamberecht + Co., LLC and the Company signed a Confidentiality/
Nondisclosure Agreement providing for certain confidentiality provisions and
porviding for a standstill period of one year with respect to any business
combination, recapitalization or other extraordinary transaction involving the
Company.
To the best knowledge and belief of the reporting persons, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or between such persons and any person with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Joint Filing Undertaking as required by Rule 13d-1(f).
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Cusip Number 4587531000
Page 6 of 8 Pages
SIGNATURES
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.
DATED: December 3, 1998
/s/ William R. Hambrecht
----------------------------------------
William R. Hambrecht
IRONSTONE GROUP, INC.
By: /s/ Robert W. Rembowski
-------------------------------------
Robert W. Rembowski
Chief Executive Officer
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Cusip Number 4587531000
Page 7of 8 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
Exhibit A Joint Filing Undertaking............................ 8
</TABLE>
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Cusip Number 4587531000
Page 8 of 8 Pages
JOINT FILING UNDERTAKING
The undersigned being duly authorized thereunto, hereby execute this agreement
as an exhibit to the Schedule 13D 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 13D jointly on behalf of each of
such parties.
DATED: December 3, 1998
/s/ William R. Hambrecht
----------------------------------------
William R. Hambrecht
IRONSTONE GROUP, INC.
By: /s/ Robert W. Rembowski
-------------------------------------
Chief Executive Officer
