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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OneWorld Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
682917109
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(CUSIP Number)
Steven N. Machtinger
Hambrecht & Quist Group
One Bush Street, San Francisco, CA 94104
(415) 439-3300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 1999
- --------------------------------------------------------------------------------
(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 NO 682917109
Page 2 of 16 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) / /
(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
16,412,508
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
16,412,508
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,412,508
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO 682917109
Page 3 of 16 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) / /
(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,713,726
8 SHARED VOTING POWER
14,698,782
9 SOLE DISPOSITIVE POWER
1,713,726
10 SHARED DISPOSITIVE POWER
14,698,782
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,412,508
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO 682917109
Page 4 of 16 pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Access Technology Partners, L.P.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
13,885,830
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
13,885,830
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,885,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO 682917109
Page 5 of 16 pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Access Technology Partners Brokers Fund, L.P.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
153,783
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
153,783
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,783
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO 682917109
Page 6 of 16 pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hambrecht & Quist Employee Venture Fund, L.P. II
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
659,169
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
659,169
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,169
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO 682917109
Page 7 of 16 pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Daniel H. Case III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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
297,297
8 SHARED VOTING POWER
16,412,508
9 SOLE DISPOSITIVE POWER
297,297
10 SHARED DISPOSITIVE POWER
16,412,508
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,709,805
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO 682917109
Page 8 of 16 pages
ITEM 1. SECURITY AND ISSUER.
This statement covers shares of Common Stock, ("Common Stock"), of
OneWorld Systems, Inc., a Delaware corporation (the "Company" or "OneWorld").
The Reporting Persons as of the date hereof hold an aggregate of 265,235 units
each consisting of (i) 13 shares of newly issued and unregistered Common Stock
and (ii) 5 shares of Series A Preferred Stock, ("Preferred Stock") which is
convertible into 10 shares of Common Stock either at the Reporting Persons
option or automatically upon the occurrence of certain events. On an as
converted basis, the units held by the Reporting Persons represent an aggregate
of 16,709,805 shares of the Company's Common Stock. The Common Shares and
Preferred Stock are referred to herein, collectively, as the "Stock" or the
"Securities."
The Company's principal executive offices are located at 1144 East
Arques Avenue, Sunnyvale, California 94086.
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 indirect
subsidiary, Hambrecht & Quist LLC, 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. Director, Chairman One Bush Street Same as
Case III 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 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
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CUSIP NO 682917109
Page 9 of 16 pages
William Director c/o Hambrecht & Quist Professor,
J. Perry One Bush Street Stanford
San Francisco, CA University
94104
Edmund H. Director c/o Hambrecht & Quist V.P. of
Shea, Jr. One Bush Street J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
David M. Chief Operating One Bush Street Same as
McAuliffe Officer San Francisco, CA Position
94104
Patrick CFO One Bush Street Same as
J. Allen 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, in the investment banking and
broker-dealer businesses, H&Q California is engaged in the venture capital and
money management businesses. The directors and executive officers of H&Q
California are the following:
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
Daniel Director, Chairman One Bush Street Same as
H. Case III 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 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
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CUSIP NO 682917109
Page 10 of 16 pages
William Director c/o Hambrecht & Quist Professor,
J. Perry One Bush Street Stanford
San Francisco, CA University
94104
Edmund H. Director c/o Hambrecht & Quist V.P.
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 CFO One Bush Street Same as
J. Allen San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
ACCESS TECHNOLOGY PARTNERS, L.P. ("Access Partners") is a Delaware
limited partnership formed in 1999 to make venture capital investments with
principal offices at One Bush Street, San Francisco, California 94104. The
general partner of Access Partners is Access Technology Management, LLC
(described below).
ACCESS TECHNOLOGY MANAGEMENT, LLC ("Access Technology LLC") is a
Delaware limited liability company formed in 1999 to manage venture capital
funds with principal offices at One Bush Street, San Francisco, California
94104. The members of Access Technology LLC are H&Q Venture Management, LLC
(described below), Charles Walker and Nancy Pfund .
ACCESS TECHNOLOGY PARTNERS BROKERS FUND, L.P. ("Access Brokers") is a
Delaware limited partnership formed in 1999 to make venture capital investments
with principal offices at One Bush Street, San Francisco, California 94104. The
general partner is H&Q Venture Management, LLC (described below).
HAMBRECHT & QUIST EMPLOYEE VENTURE FUND, L.P. II ("Employee Fund") is a
Delaware limited partnership formed in 1999 to make venture capital investments
with principal offices at One Bush Street, San Francisco, California 94104. The
general partner is H&Q Venture Management, LLC (described below).
H&Q VENTURE MANAGEMENT, LLC ("H&Q Venture Management") is a Delaware
limited liability company formed in 1997 to manage venture capital funds with
principal offices at One Bush Street, San Francisco, California 94104. The
members are H&Q California (described above) and Hambrecht & Quist B/D
Subsidiary Corp., a California corporation wholly-owned by H&Q California, with
the same principal offices. The managers of H&Q Venture Management are Daniel H.
Case III, Steven N. Machtinger and Charles R. Walker.
DANIEL H. CASE III is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation is
Chairman and Chief Executive Officer of Hambrecht & Quist LLC.
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CUSIP NO 682917109
Page 11 of 16 pages
(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.
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
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CUSIP NO 682917109
Page 12 of 16 pages
(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 December 31, 1998, there were 17,432,325 shares of Common Stock
outstanding as of January 31, 1999. In addition, pursuant to a private placement
on March 3, 1999, an additional 8,060,000 shares of Common Stock were issued by
the Company. 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 16,412,508 42.4%
H&Q California 16,412,508 42.4%
Access Partners 13,885,830 35.8%
Access Broker 153,783 .4%
Employee Fund 659,169 1.7%
Dan Case III 16,709,805 43.1%
H&Q California as of the date hereof holds an aggregate of 27,202 units
which consist of 353,626 shares of Common Stock and 136,010 shares of Preferred
Stock, which are convertible into 1,360,100 shares of Common Stock.
The 16,412,508 shares beneficially owned by H&Q Group is a result of
its interest in H&Q California. H&Q Group is the sole parent of H&Q California.
H&Q California is a member of H&Q Venture Management which is the general
partner of the Employee Fund and Access Brokers. H&Q California is also a member
of Access Technology LLC which is the general partner of Access Partners.
Access Partners as of the date hereof holds an aggregate of 220,410
units which consist of 2,865,330 shares of Common Stock and 1,102,050 shares of
Preferred Stock, which are convertible into 11,020,500 shares of Common Stock.
Access Brokers as of the date hereof holds an aggregate of 2,441 units
which consist of 31,733 shares of Common Stock and 12,205 shares of Preferred
Stock, which are convertible into 122,050 shares of Common Stock.
Employee Fund as of the date hereof holds an aggregate of 10,463 units
which consist of 136,019 shares of Common Stock 52,315 shares of Preferred
Stock, which are convertible into 523,150 shares of Common Stock.
Daniel H. Case III is director, Chairman and Chief Executive Officer of
H&Q Group and H&Q California. Mr. Case directly holds an aggregate of 4,719
units which consist of 61,347 shares of Common Stock and 23,595 shares of
Preferred Stock, which are convertible into 235,950 shares of Common Stock. In
addition, shares beneficially owned by H&Q California, Access Partners, Access
Brokers and the Employee Fund may be deemed beneficially owned by Mr. Case.
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CUSIP NO 682917109
Page 13 of 16 pages
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: March 12, 1999
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
ACCESS TECHNOLOGY PARTNERS, L.P.
By: /s/ Robert N. Savoie
--------------------------
Attorney-in-Fact of the General Partner
ACCESS TECHNOLOGY PARTNERS
BROKERS FUND, L.P.
By: /s/ Robert N. Savoie
--------------------------
Attorney-in-Fact of the General Partner
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CUSIP NO 682917109
Page 14 of 16 pages
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P. II
By: /s/ Steven N. Machtinger
--------------------------
Manager of the General Partner
DANIEL H. CASE III
By: /s/ Daniel H. Case III
-----------------------------
Daniel H. Case III
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CUSIP NO 682917109
Page 15 of 16 pages
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 16
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CUSIP NO 682917109
Page 16 of 16 pages
EXHIBIT A
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: March 12, 1999
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
ACCESS TECHNOLOGY PARTNERS, L.P.
By: /s/ Robert N. Savoie
--------------------------
Attorney-in-Fact of the General Partner
ACCESS TECHNOLOGY PARTNERS
BROKERS FUND, L.P.
By: /s/ Robert N. Savoie
--------------------------
Attorney-in-Fact of the General Partner
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P. II
By: /s/ Steven N. Machtinger
--------------------------
Manager of the General Partner
DANIEL H. CASE III
By: /s/ Daniel H. Case III
-----------------------------
Daniel H. Case III
