<PAGE>
Cusip Number 4587531000
Page 1 of 20 Pages
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Interlinq Software Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
4587531000
- --------------------------------------------------------------------------------
(CUSIP Number)
Steven N. Machtinger
Hambrecht & Quist Group
One Bush Street, San Francisco, CA 94104
(415) 439-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 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).
<PAGE>
Cusip Number 4587531000
Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
435,150
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
435,150
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Cusip Number 4587531000
Page 3 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
435,150
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
435,150
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Cusip Number 4587531000
Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
435,150
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
435,150
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Cusip Number 4587531000
Page 5 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hambrecht & Quist Venture Partners
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)
5.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Cusip Number 4587531000
Page 6 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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)
5.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Cusip Number 4587531000
Page 7 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Venture Associates (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
Bermuda
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)
5.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Cusip Number 4587531000
Page 8 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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)
5.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Cusip Number 4587531000
Page 9 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William D. Easterbrook
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
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
10,000
8 SHARED VOTING POWER
263,200
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
263,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Cusip Number 4587531000
Page 10 of 20 Pages
This Amendment No. 4 amends the Schedule 13D filed by the undersigned on April
17, 1998, as previously amended. This Amendment No. 4 is being filed because of
a change in 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, Washington 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:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
<PAGE>
Cusip Number 4587531000
Page 11 of 20 Pages
Edmund H. Director c/o Hambrecht & Quist Vice President
Shea, Jr. One Bush Street of J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
capital)
David M. Chief Operating One Bush Street Same as
McAuliffe Officer 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
</TABLE>
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:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
Cusip Number 4587531000
Page 12 of 20 Pages
Edmund H. Director c/o Hambrecht & Quist Vice President
Shea, Jr. One Bush Street of J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
capital)
David M. Chief Operating One Bush Street Same as
McAuliffe Officer 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
</TABLE>
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:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Paul L. Vice One Bush Street Same as
Hallingby Chairman San Francisco, CA Position
94104
John P. Director of One Bush Street Same as
Hullar Worldwide Sales San Francisco, CA Position
94104
David G. Co-Director One Bush Street Same as
Golden Investment Banking San Francisco, CA Position
94104
Cristina M. Co-Director of One Bush Street Same as
Morgan Investment Banking San Francisco, CA Position
94104
<PAGE>
Cusip Number 4587531000
Page 13 of 20 Pages
David M. Chief One Bush Street Same as
McAuliffe Operating Officer San Francisco, CA Position
94104
Todd D. Director of One Bush Street Same as
Bakar Research 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
</TABLE>
HAMBRECHT & QUIST VENTURE PARTNERS ("H&Q Venture Partners") is a
California limited partnership formed in 1984 to manage venture capital funds
with principal offices at One Bush Street, San Francisco, California 94104. The
general partners of H&Q Venture Partners are H&Q California (described above)
and H&Q Ventures Management LLC ("H&Q Ventures Management"). H&Q Ventures
Management is a Delaware limited liability company formed in 1998 with
principal offices at One Bush Street, San Francisco, California 94104. The sole
member of H&Q Ventures Management is William D. Easterbrook (described below).
H&Q VENTURES IV is a California limited partnership formed in 1984 to
make venture capital investments with principal offices at One Bush Street, San
Francisco, California 94104. The general partner is H&Q Venture Partners
(described above).
VENTURES ASSOCIATES (BVI) LIMITED ("Venture Associates") is a British
Virgin Islands corporation formed in 1969 with principal offices at Burnaby
Building, P.O. Box HM 1368, Hamilton HM FX, Bermuda. H&Q Venture Partners
currently acts as investment manager for Ventures Associates. The directors and
executive officers of Ventures Associates are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Melvin R. Seiden Chairman P.O. Box 720 Consultant
(United States) Pawling, NY 12564
U.S.A.
Sir Charles Fraser Director and Shepherd House Retired
(United Kingdom) President Inveresk
Midlothian EH21 7TH
Scotland
Gerard de Bruin Director Rolinco N.V. Managing
(The Netherlands) Coolsingel 120 Director,
NL-3011 AG Rotterdam Robeco Bank
The Netherlands
<PAGE>
Cusip Number 4587531000
Page 14 of 20 Pages
Michael Kennedy Director Oak Lodge Retired
Inveresk
Musselburgh
Midlothian EH21 7TE
Scotland
Michael J. Drew Vice President c/o Venture Associates Same as position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
Donald E. Treasurer c/o Venture Associates Same as position
van Raalte 22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
Susan Fairhurst Secretary c/o Venture Associates Same as position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
</TABLE>
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 D. EASTERBROOK is a United Kingdom citizen whose business address
is One Bush Street, San Francisco, California 94104. His principal occupation is
Advisory Director of Hambrecht & Quist California.
(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.
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;
(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 the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, there were 5,122,553 shares of Common Stock
outstanding as of November 6, 1998. 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 5.1%
H&Q LLC 171,950 3.4%
William D. Easterbrook 10,000 0.2%
<PAGE>
Cusip Number 4587531000
Page 16 of 20 Pages
H&Q Group through its sole subsidiary, H&Q California which is general
partner or investment partner of various venture entities, owns approximately
50% of Ironstone Group, Inc. ("Ironstone") which in turn owns 263,200 shares of
the Company's Common Stock and thus may be deemed to control the 263,200 shares
owned directly by Ironstone. 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 H&Q Venture
Partners, Hamquist and H&Q Ventures IV. H&Q Venture Partners is the investment
manager Venture Associates. See Item 2 above.
Entities affiliated with William D. Easterbrook own approximately 50%
of Ironstone and thus may be deemed to control the 263,200 shares owned directly
by Ironstone. Mr. Easterbrook is the member of H&Q Ventures Management and holds
directly 10,000 shares of the Company.
William R. Hambrecht was previously affiliated with the reporting persons,
including as a director and officer of H&Q Group and H&Q California and as one
of the two general partners of H&Q Venture Partners. Mr. Hambrecht resigned his
positions from H&Q Group and H&Q California as of January 1, 1998, and he
withdrew as a general partner of H&Q Venture Partners as of April 3, 1998.
Accordingly, since April 3, 1998, Mr. Hambrecht has not been a member of the
group of reporting persons under this Schedule 13D. Mr. Hambrecht is not a
beneficial owner of the securities reported in this Schedule 13D by virtue of
any relationship with the reporting persons under this Schedule 13D. Any
securities (i) of which Mr. Hambrecht is a beneficial owner and (ii) in which
none of the reporting persons has a beneficial interest have been omitted from
this Schedule 13D.
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).
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
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
<PAGE>
Cusip Number 4587531000
Page 17 of 20 Pages
HAMBRECHT & QUIST L.L.C.
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST VENTURE PARTNERS
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
H & Q VENTURES IV
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
HAMQUIST
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
By: /s/ William D. Easterbrook
--------------------------
William D. Easterbrook
<PAGE>
Cusip Number 4587531000
Page 18 of 20 Pages
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 19
<PAGE>
Cusip Number 4587531000
Page 19 of 20 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
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST L.L.C.
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST VENTURE PARTNERS
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
H & Q VENTURES IV
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
<PAGE>
Cusip Number 4587531000
Page 20 of 20 Pages
HAMQUIST
By: /s/ Jackie A. Berterretche
--------------------------
Attorney-in-Fact
By: /s/ William D. Easterbrook
--------------------------
William D. Easterbrook
