<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Interlinq Software Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
4587531000
- --------------------------------------------------------------------------------
(CUSIP Number)
Jackie A. Berterretche
Hambrecht & Quist Venture Partners
One Bush Street, San Francisco, CA 94104
(415) 439-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1997
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box / /.
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CUSIP NO. 4587531000
Page 2 of 24
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 NO. 4587531000
Page 3 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Group
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
361,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
361,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 4587531000
Page 4 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist California
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
361,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
361,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 4587531000
Page 5 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist L.L.C.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
361,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
361,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 4587531000
Page 6 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H & Q Ventures International C.V.
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
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 4587531000
Page 7 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H & Q Ventures IV
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 4587531000
Page 8 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ivory & Sime Enterprise Capital
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
Scotland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 4587531000
Page 9 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Phoenix Venture (BVI) Limited
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
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 4587531000
Page 10 of 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hamquist
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 4587531000
Page 11 of 24
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
28,942
8 SHARED VOTING POWER
361,200
9 SOLE DISPOSITIVE POWER
28,942
10 SHARED DISPOSITIVE POWER
361,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,142
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 4587531000
Page 12 of 24
This Amendment No. 1 amends the Schedule 13D filed by the undersigned on
December 13, 1996. This Amendment No. 1 is being filed because of certain
acquisitions of common stock by certain reporting persons, as described in
Item 5 below.
ITEM 1. SECURITY AND ISSUER.
The reporting persons are 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, Wahington 98033.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) & (c) The following information is given with respect to the
persons filing this statement:
HAMBRECHT & QUIST GROUP ("H&Q Group") is a publicly-held Delaware
corporation formed in 1996 with its principal office at One Bush Street, San
Francisco, California 94104. In addition to being engaged, through its
subsidiary, Hambrecht & Quist LLC (described below), in the investment
banking and broker-dealer businesses, H&Q Group through associated entities,
is engaged in the venture capital and money management businesses. The
directors and executive officers of H&Q Group are the following:
Principal
Occupation
Name Position Address (Business)
- ---- -------- ------- ----------
Daniel H. Case III Director, President, One Bush Street Same as
CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Howard B. Director 12500 North Washington President of
Hillman Denver, CO 80233 Auto-Trol
Technology
Corp.
William E. Director 172 Longneck Point Dean of Wm. E.
Mayer Darien, CT 06820 Simon School
of Business
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CUSIP NO. 4587531000
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Edmund H. Director 655 Brea Canyon Rd. Vice President
Shea, Jr. Walnut, CA 91789 of J.F. Shea
Co., Inc.
(construction
and venture
capital)
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), wholly owned by H&Q Group,
is a California corporation formed in 1982 with its principal office at One Bush
Street, San Francisco, California 94104. In addition to being engaged, through
its subsidiary, Hambrecht & Quist LLC (described below), in the investment
banking and broker-dealer businesses, H&Q Group directly and through associated
entities, is engaged in the venture capital and money management businesses.
The directors and executive officers of H&Q Group are the following:
Principal
Occupation
Name Position Address (Business)
- ---- -------- ------- ----------
Daniel H. Case III Director, President One Bush Street Same as
CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Howard B. Director 12500 North Washington President of
Hillman Denver, CO 80233 Auto-Trol
Technology
Corp.
William E. Director 172 Longneck Point Dean of Wm. E.
Mayer Darien, CT 06820 Simon School
of Business
Edmund H. Director 655 Brea Canyon Rd. Vice President
Shea, Jr. Walnut, CA 91789 of J.F. Shea
Co., Inc.
(construction
and venture
capital)
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CUSIP NO. 4587531000
Page 14 of 24
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
HAMBRECHT & QUIST LLC ("H&Q LLC"), a subsidiary of H&Q California, is a
Delaware limited liability company formed in 1982 for the purpose of engaging in
the investment banking and securities brokerage businesses, with its principal
office at One Bush Street, San Francisco, CA 94104. H&Q California and
Hambrecht & Quist B/D Subsidiary Corp., a wholly owned subsidiary of H&Q
California, are the members of H&Q LLC. The directors and executive officers of
Hambrecht & Quist LLC are the following:
Principal
Occupation
Name Position Address (Business)
- ---- -------- ------- ----------
Daniel H. Case III Director, President One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
Paul L. Executive Vice One Bush Street Same as
Hellingby President San Francisco, CA Position
94104
Cristina M. Co-Director of One Bush Street Same as
Morgan Investment Banking San Francisco, CA Position
94104
David M. Co-Director of One Bush Street Same as
McAuliffe Investment Banking San Francisco, CA Position
and Chief 94104
Administrative
Officer
Bruce M. Director of One Bush Street Same as
Lupatkin Research San Francisco, CA Position
94104
H&Q VENTURES INTERNATIONAL C.V. is a Netherlands Antilles limited
partnership formed in 1983 to make venture capital investments, with its
principal office at John B. Gorsiraweg 6, Curacao, Netherlands Antilles. Its
general partners are Curadminco N.V., a Netherlands Antilles corporation (with
the above address) and Hambrecht & Quist Venture Partners ("H&Q Venture
Partners"), is a California limited partnership formed in 1984 to manage venture
capital funds, with its principal office at One Bush Street, San Francisco,
California 94104.
The general partners of H&Q Venture Partners are H&Q California (described
above) and William R. Hambrecht (described below). Curadminco N.V.
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CUSIP NO. 4587531000
Page 15 of 24
and H&Q Venture Partners have complete investment authority over the
partnership.
The directors and executive officers of Curadminco, N.V. are the following:
Principal
Person Occupation
(Citizenship) Position Address (Business)
- ------------- -------- ------- ----------
Robert L. Genillard Director 1 Quai du Mont-Blanc Managing Director
(Switzerland) 1211 Geneva 1 of TBG Holding
Switzerland N.V. (diversified
industrial holding
co.)
Linda L. Hanson Director One Bush St. Consultant
(United States) San Francisco, CA
94104
Elie A. Zilkha Director 118 Rue du Rhone Executive Vice
(Switzerland) CH-211 Geneva 3 President of S.G.
Switzerland Warburg Soditic
S.A. (investment
banking)
H&Q VENTURES IV is a California limited partnership formed in 1984 to make
venture capital investments, with its capital investments, with its principal
office at One Bush Street, San Francisco, California 94104. The general partner
is H&Q Venture Partners (described above).
IVORY & SIME ENTERPRISE CAPITAL is a Scottish private investment company of
which investment policies are co-managed by H&Q California (described above).
PHOENIX VENTURE (BVI) Limited is a British Virgin Islands corporation
formed in 1988 to engage in venture capital investments. Its principal office is
at Bank Lane, P.O. Box N0-7768, Nassau, Bahamas. H&Q California (described
above) serves as the investment manager of Phoenix Venture (BVI) Limited. The
directors and principal officers of Phoenix Venture (BVI) Limited are:
Principal
Person Occupation
(Citizenship) Position Address (Business)
- ------------- -------- ------- ----------
Donald E. President Buitenhofdreef 270 President DVR
van Raalte and Director 2625 RE Delft Adviesbureau
(The Netherlands) The Hague (investment
The Netherlands consultants)
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CUSIP NO. 4587531000
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Melvin R. Sieden Chairman of 780 Third Avenue Chairman of
(United States) the Board New York, NY International
10017 Partners S.A.
(private investment
firm)
Charles A. Fraser Treasurer 16 Hope Street Partner, W.&J.
(United Kingdom) and Edinburgh, EH2 4DD Burness, W.S.
Director Scotland(law firm)
Johan Bjorkman Director Gustav Adolfs Torg Managing Director
(Sweden) Kungstradgardsgaten 18 of D. Carnegie &
11147 Stockholm Co. (investments)
Sweden
Michel Drew Vice Bank Lane General Manager
(United Kingdom) President P.O. Box N-7768 and Chief Executive
Nassau, Bahamas Officer of Bahamas
Trust Company, Ltd.
(trust company)
Susan Fiarhurst Secretary Bank Lane Registration Officer
(United Kingdom) P.O. Box N-7768 of P.O. Box N-7768
Nassau, Bahamas Bahamas Trust
Company, Ltd. (trust
company)
HAMQUIST is a California limited partnership formed in 1982 for the purpose
of allowing employees and others connected with H&Q California to make venture
capital investments on a pooled basis. Its principal office is at One Bush
Street, San Francisco, CA 94104. The general partner is H&Q California
(described above).
WILLIAM R. HAMBRECHT is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation is
Chairman of H&Q LLC.
(d) & (e) To the best 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 except as
indicated.
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CUSIP NO. 4587531000
Page 17 of 24
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of Stock of the Company were purchased with the funds of the
owners of the shares of Stock listed in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION.
The owners listed in Item 5 purchased the Stock of the Company for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Company, based upon their respective investment decisions.
It is not contemplated that any of the acquisitions reported hereunder or any
future acquisitions will result in any change in the present management of the
Company.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy
of the Company;
(e) any other material change in the Company's business or corporate
structure;
(f) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(g) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
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CUSIP NO. 4587531000
Page 18 of 24
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on information provided by the Company on December 12, 1996, there
were 5,860,750 shares of Common Stock outstanding. The following summarizes
the shares of the Company beneficially owned by the reporting persons:
Number of
Shares of Percentage
Investor Common Stock of Class
-------- ------------ --------
H&Q Group 263,200 4.49%
H&Q LLC 98,000 1.7%
William R. Hambrecht 28,942 0.5%
The 263,200 shares beneficially owned by H&Q Group are a result of its
indirect interest in Ironstone Group, Inc., a Delaware corporation
("Ironstone"). H&Q Group, H&Q California, H&Q LLC, H&Q Venture International
C.V., H&Q Ventures IV, Phoenix Venture (BVI) Limited, Ivory & Sime Enterprise
Capital, Hamquist and William R. Hambrecht (the "H&Q Parties") collectively own
71.2% of the common stock of Ironstone. In turn, based on information provided
by an agent of Ironstone, Ironstone owns an aggregate of 263,200 shares of
Interlinq. As a result of the H&Q Parties' ownership of Ironstone, the H&Q
Parties may be deemed to have beneficial ownership of the 263,200 shares of
common stock of Interlinq owned by Ironstone.
Prior to this Amendment, H&Q LLC held 60,600 shares and such shares are
attributable to H&Q Group as a result of its affiliation with H&Q LLC.
Pursuant to open market purchases between December 13, 1996 and January 7,
1997, M&Q LLC purchased an aggregate of 37,400 additional shares at prices
between $4.75 and $5.375.
H&Q Group is the sole parent of H&Q California which in turn is a member
of H&Q LLC and the general partner of Hamquist and H&Q Ventures IV. H&Q
Group is the investment manager of Phoenix Venture (BVI) Limited and is
subcontracted by Ivory & Sime to be the investment manager of a portion of
Ivory & Sime Enterprise Capital. H&Q Group is the general partner of H&Q
Venture Partners which in turn is the general partner of H&Q Ventures
International C.V. William R. Hambrecht is the Chairman of H&Q Group, H&Q
California and H&Q LLC. See Item 2 above.
Prior to this Amendment, Mr. Hambrecht held 4,842 shares. Pursuant to
open market purchases between December 17, 1996 and January 7, 1997, Mr.
Hambrecht purchased an aggregate of 24,100 additional shares at prices between
$4.892 and $5.375.
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CUSIP NO. 4587531000
Page 19 of 24
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best knowledge and belief of the reporting persons, there are no
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 NO. 4587531000
Page 20 of 24
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: January 16, 1997
HAMBRECHT & QUIST GROUP
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMBRECHT & QUIST L.L.C.
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
H & Q VENTURES INTERNATIONAL C.V.
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
H & Q VENTURES IV
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
IVORY & SIME ENTERPRISE CAPITAL
By: /s/ Standish O'Grady
--------------------------
Attorney-in-Fact
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CUSIP NO. 4587531000
Page 21 of 24
PHOENIX VENTURE (BVI) LIMITED
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMQUIST
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
<PAGE>
CUSIP NO. 4587531000
Page 22 of 24
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 23
<PAGE>
CUSIP NO. 4587531000
Page 23 of 24
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: January 16, 1997
HAMBRECHT & QUIST GROUP
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMBRECHT & QUIST L.L.C.
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
H & Q VENTURES INTERNATIONAL C.V.
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
H & Q VENTURES IV
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
IVORY & SIME ENTERPRISE CAPITAL
By: /s/ Standish O'Grady
--------------------------
Attorney-in-Fact
<PAGE>
CUSIP NO. 4587531000
Page 24 of 24
PHOENIX VENTURE (BVI) LIMITED
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMQUIST
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
