UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BIOCIRCUITS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09058W-10-1
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 3, 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 [ ].
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 in 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).
Exhibit Index on Page 20
Total Pages 21<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 2 of 21
1 Name of Reporting Person H&Q BIOCIRCUITS 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 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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 3 of 21
1 Name of Reporting Person H&Q BIOCIRCUITS INVESTMENT
MANAGEMENT CO., LLC
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person 00
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 4 of 21
1 Name of Reporting Person WILLIAM R. TIMKEN
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
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 States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 5 of 21
1 Name of Reporting Person BRUCE CROCKER
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
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 States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 6 of 21
1 Name of Reporting Person DANIEL H. CASE III
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
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 States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 7 of 21
1 Name of Reporting Person HAMBRECHT & QUIST MANAGEMENT CORPORATION
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 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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 8 of 21
1 Name of Reporting Person HAMBRECHT & QUIST CALIFORNIA
S.S. No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person CO
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 9 of 21
1 Name of Reporting Person HAMBRECHT & QUIST GROUP
S.S. No. of Above Person 94-2856927
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person CO
* See response to Item 5. <PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 10 of 21
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 Source of Funds Not applicable
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 States
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,032,192*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,032,192*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,032,192*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 16.5%*
14 Type of Reporting Person IN
* See response to Item 5.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 11 of 21
Item 1. Security and Issuer
This Amendment to Schedule 13D relates to the Common
Stock, par value $.001 (the "Common Stock"), of Biocircuits
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at
1324 Chesapeake Terrace, Sunnyvale, California 94089.
This Amendment is being filed to report the
acquisition on July 3, 1997 by H&Q Biocircuits Investors,
L.P. (the "Purchaser") of 1,050,000 units (the "Units") at a
purchase price of $0.75 per Unit. Each Unit consists of one
share of Common Stock and one warrant to purchase one share
of Common Stock at an exercise price of $0.75 per share (the
"Warrants").
Item 2. Identity and Background
(a), (b) & (c) The following information is given
with respect to the persons filing this statement:
H&Q Biocircuits Investors, L.P. is a Delaware limited
partnership formed to invest in the Company. Its principal
office is at One Bush Street, San Francisco, California
94104. Its Investment General Partner is H&Q Biocircuits
Investment Management, LLC, and its Administrative General
Partner is Hambrecht & Quist Management Corporation, each of
which is described below.
H&Q Biocircuits Investment Management Co., LLC, is a
Delaware limited liability company formed in 1995 to serve as
the Investment General Partner of H&Q Biocircuits Investors,
L.P. (described above). Its three member-managers are
William R. Timken, Daniel H. Case III and Bruce Crocker.
Messrs. Timken and Case are described below. Mr. Crocker is
a principal in the corporate finance department of H&Q Group
(described below).
Hambrecht & Quist Management Corporation is a
California corporation that is a wholly-owned subsidiary of
Hambrecht & Quist California (described below). Its
principal office is at One Bush Street, San Francisco,
California 94104. The directors and executive officers of
Hambrecht & Quist Management Corporation are the following:<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 12 of 21
Principal
Occupation
Name Position Address (Business)
William R. Director, One Bush St. Chairman of H&Q
Hambrecht President San Francisco, Group
CA 94104
Standish O'Grady Director, VP One Bush St. Managing
San Francisco, Director of H&Q
CA 94104 Group
Patrick J. Allen Director, VP, One Bush St. V.P., CFO of H&Q
CFO San Francisco, Group
CA 94104
Steven N. Director, VP, One Bush St. V.P., Sec'y of
Machtinger Secretary San Francisco, H&Q Group
CA 94104
Jackie A. VP One Bush St. CFO of the H&Q
Berterretche San Francisco, Venture
CA 94104 Department
Samuel D. VP One Bush St. VP of the H&Q
Kingsland San Francisco, Venture
CA 94104 Department
Frederick C. VP One Bush St. Associate in the
Wasch San Francisco, H&Q Venture
CA 94104 Department
Hambrecht & Quist California ("H&Q California") is a
California corporation wholly owned by H&Q Group (described
below), with its principal office at One Bush Street, San
Francisco, California 94104. The directors and executive
officers of H&Q California are the following:
Principal
Occupation
Name Position Address Business
Daniel H. Director, One Bush St. President, CEO
Case III President CEO San Francisco, of H&Q Group
CA 94104
William R. Director, One Bush St. Chairman of H&Q
Hambrecht Chairman San Francisco, Group
CA 94104<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 13 of 21
Principal
Occupation
Name Position Address Business
William R. Director, Vice One Bush St. Vice Chairman of
Timken Chairman San Francisco, H&Q Group
CA 94104
Howard B. Director c/o Hambrecht & President of
Hillman Quist Auto-Trol
One Bush St. Technology Corp.
San Francisco,
CA 94104
William E. Mayer Director c/o Hambrecht & Founder,
Quist Development
One Bush St. Capital LLC
San Francisco,
CA 94104
William J. Perry Director c/o Hambrecht & Professor,
Quist Stanford
One Bush St. University
San Francisco,
CA 94104
Edmund H. Director c/o Hambrecht & Vice President
Shea, Jr. Quist of J.F. Shea
One Bush St. Co., Inc.
San Francisco, (construction
CA 94104 and venture
capital)
Patrick J. Allen CFO One Bush St. CFO of H&Q Group
San Francisco,
CA 94104
Steven N. General Counsel, One Bush St. General Counsel,
Machtinger Secretary San Francisco, Secretary of H&Q
CA 94104 Group
Hambrecht & Quist Group ("H&Q Group") is a publicly-
held Delaware corporation with its principal office at One
Bush Street, San Francisco, California 94104. In addition to
being engaged, through its indirect subsidiary, Hambrecht &
Quist LLC, in the investment banking and broker-dealer
businesses, H&Q Group, directly and through associated enti-
ties, is engaged in the venture capital and money management
businesses. The directors and executive officers of H&Q
Group are the following:<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 14 of 21
Principal
Occupation
Name Position Address (Business)
Daniel H. Case Director, One Bush St. Same as Position
III President, CEO San Francisco,
CA 94104
William R. Director, One Bush St. Same as Position
Hambrecht Chairman San Francisco,
CA 94104
William R. Director, Vice One Bush St. Same as Position
Timken Chairman San Francisco,
CA 94104
Howard B. Director c/o Hambrecht & President of
Hillman Quist Auto-Trol
One Bush Street Technology Corp.
San Francisco,
CA 94104
William E. Mayer Director c/o Hambrecht & Founder,
Quist Development
One Bush Street Capital LLC
San Francisco,
CA 94104
William J. Perry Director c/o Hambrecht & Professor,
Quist Stanford
One Bush Street University
San Francisco,
CA 94104
Edmund H. Shea, Director c/o Hambrecht & Vice President
Jr. Quist of J.F. Shea
One Bush Street Co., Inc. (con-
San Francisco, struction and
CA 94104 venture capital)
Patrick J. Allen CFO One Bush Street Same as Position
San Francisco,
CA 94104
Steven N. General Counsel, One Bush St. Same as Position
Machtinger Secretary San Francisco,
CA 94104
(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<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 15 of 21
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 unless otherwise indicated.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the Units was
$787,500; these funds were obtained from the Purchaser's
available cash.
Item 4. Purpose of Transaction.
The Purchaser purchased the Units pursuant to a
Common Stock and Warrant Purchase Agreement dated as of
July 2, 1997 (the "Purchase Agreement"), by and among the
Company, the Purchaser and other purchasers specified therein
(collectively, the "Purchasers").
The Purchaser purchased the Units from the Company as
an investment. Depending on market conditions and other
factors, the Purchaser may, at any time or from time to time,
sell all or some of its securities of the Company, or may
purchase additional securities of the Company in the open
market or in private transactions.
Pursuant to Section 9 of the Purchase Agreement, the
Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange
Commission (the "Commission") registering the sale by the
Purchasers, from time to time, of the Common Stock purchased
in the Unit financing and of the Common Stock issuable upon
exercise of the Warrants that the Purchasers acquired in the
Unit financing.
Except as set forth above, the reporting persons have
no plans or proposals which relate to or would result in the
following types of transactions or events:
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company
or any of its subsidiaries;<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 16 of 21
(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
(a) The Company has informed the reporting persons
that on July 14, 1997, 17,134,888 shares of Common Stock were
outstanding. As of the date hereof, the Purchaser
beneficially owns 3,032,192 shares of Common Stock, which
represents beneficial ownership of approximately 16.5% of the
issued and outstanding shares of Common Stock (calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934).
(b) Because the Purchaser's 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 13D shall not be construed as an
admission by any reporting person that it is a beneficial<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 17 of 21
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
possible that the directors and executive officers of H&Q
Group, H&Q California or H&Q Management Corporation might be
deemed the "beneficial owners" of some or all of the securi-
ties to which this statement relates in that they might be
deemed to share the power to direct the voting and
disposition of such securities. Neither the filing of this
statement nor any of its contents shall be deemed to
constitute an admission that any such individual is the
beneficial owner of any of the securities to which the
statement relates, either for purposes of Section 13(d) of
the Securities Exchange Act of 1934 or for any other purpose,
and such beneficial ownership is expressly disclaimed.
(c) During the past 60 days, the only transaction
effected by the reporting persons in the Issuer's securities
was the Purchaser's acquisition of 1,050,000 Units, as
described in more detail above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
The Purchaser acquired the Units pursuant to the
Purchase Agreement which is described in Item 4 above. The
Purchase Agreement is Exhibit 5 to this Schedule 13D and is
incorporated by reference.
Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Undertaking.
2. Series A Convertible Preferred Stock and Warrant
Purchase Agreement, dated May 9, 1995, by and between the
Company and certain purchasers.
3. Voting Agreement, dated May 9, 1995, by and
between the Company and certain purchasers.
4. Common Stock and Warrant Purchase Agreement dated
April 15, 1997, by and between the Company and certain
Purchasers.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 18 of 21
5. Common Stock and Warrant Purchases Agreement
dated as of July 2, 1997 by and between the Company and the
Purchasers.<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 19 of 21
Signatures
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: July 15, 1997
H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT
CORPORATION
By: /s/ Jackie A. Berterretche
___________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche ___________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
H&Q BIOCIRCUITS INVESTMENT
MANAGEMENT CO., LLC HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
WILLIAM R. TIMKEN HAMBRECHT & QUIST GROUP
By: /s/ William R. Timken By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche
Attorney-in-Fact
BRUCE CROCKER
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche By: /s/ Jackie A. Berterretche
Attorney-in-Fact ___________________________
Jackie A. Berterretche
Attorney-in-Fact
DANIEL H. CASE III
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 20 of 21
EXHIBIT INDEX
Exhibit 1 Joint Filing Undertaking
Exhibit 2 Series A Convertible
Preferred Stock and Warrant
Purchase Agreement dated
May 9, 1995 by and between
the Company and certain
purchasers (incorporated by
reference to Exhibit 2 of
Schedule 13D filed by Venrock
Associates with the
Commission on July 14, 1995)
Exhibit 3 Voting Agreement dated May 9,
1995 by and between the
Company and certain
purchasers (incorporated by
reference to Exhibit 3 of
Schedule 13D filed by Venrock
Associates with the
Commission on July 14, 1995)
Exhibit 4 Common Stock and Warrant
Purchase Agreement dated
April 15, 1997 by and between
the Company and the
Purchasers (incorporated by
reference to the exhibits
filed with the Issuer's
Registration Statement on
Form S-3 (333-26079) filed
with the Commission on
April 29, 1997).
Exhibit 5 Common Stock and Warrant
Purchase Agreement dated as
of July 2, 1997 by and
between the Company and the
Purchasers (incorporated by
reference to the exhibits
filed with the Issuer's
Registration Statement on
Form S-3 (333-26079)
filed with the Commission on
July 18, 1997).<PAGE>
CUSIP No. 09058W-10-1 SCHEDULE 13D Page 21 of 21
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this
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
and any subsequent amendment jointly on behalf of each of
such parties.
DATED: July 15, 1997
H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT
CORPORATION
By: /s/ Jackie A. Berterretche
___________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche ___________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
H&Q BIOCIRCUITS INVESTMENT
MANAGEMENT CO., LLC HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
WILLIAM R. TIMKEN HAMBRECHT & QUIST GROUP
By: /s/ William R. Timken By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche
BRUCE CROCKER Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche By: /s/ Jackie A. Berterretche
Attorney-in-Fact ___________________________
Jackie A. Berterretche
DANIEL H. CASE III Attorney-in-Fact
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
