UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Abaxis, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
002567-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*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).<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 2 of 22
1 Name Of Reporting Person H&Q LIFE SCIENCE TECHNOLOGY FUND I
IRS Identification No. Of Above Person 94-3051434
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 3 of 22
1 Name Of Reporting Person H&Q LIFE SCIENCE VENTURES
IRS Identification No. Of Above Person 94-2969639
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 4 of 22
1 Name Of Reporting Person H&Q LONDON VENTURES
IRS Identification No. Of Above Person 94-2966540
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
England
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 5 of 22
1 Name Of Reporting Person HAMCO CAPITAL CORPORATION
IRS Identification No. Of Above Person 94-2731560
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 6 of 22
1 Name Of Reporting Person H&Q LST MANAGERS I
IRS Identification No. Of Above Person 94-3051435
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 7 of 22
1 Name Of Reporting Person H&Q LSV MANAGERS
IRS Identification No. Of Above Person 94-3069512
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 8 of 22
1 Name Of Reporting Person ROBERT FEENEY
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 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
IN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 9 of 22
1 Name Of Reporting Person THH/RJK
IRS Identification No. Of Above Person 94-3051436
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 572,936
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares*
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 10 of 22
1 Name Of Reporting Person THEO HEINRICHS
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 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
IN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 11 of 22
1 Name Of Reporting Person ROBERT KUNZE
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 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
IN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 12 of 22
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS
IRS Identification No. Of Above Person 94-2949080
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 13 of 22
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification 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 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 14 of 22
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 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 572,936
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
572,936
9 Aggregate Amount Beneficially Owned By Each Reporting Person
572,936
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.8%
12 Type Of Reporting Person *
IN
SEC 1745 (2/92)<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 15 of 22
Item 1(a). Name of Issuer.
Abaxis, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
1320 Chesapeake Terrace, Sunnyvale, CA 94089.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages
of this Amendment, which Items are incorporated by reference
herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush
Street, San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages
of this Amendment, which Items are incorporated by reference
herein.
Item 2(d). Title of Class of Securities.
Common Stock, no par value ("Common Stock").
Item 2(e). CUSIP Number.
002567-10-5
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of
the cover pages to this Amendment, which Items are incorporated
by reference herein. According to the Issuer, 9,857,628 share of
Common Stock were outstanding on March 31, 1996. On such date,
the following shares of Common Stock were held directly by the
following persons:<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 16 of 22
Common Stock
Person Directly Owned
H&Q Life Science Technology Fund I 193,205
H&Q Life Science Ventures 171,241
H&Q London Ventures 186,529
Hamco Capital Corporation 14,923
Hambrecht & Quist Venture Partners 1,038
_______
TOTAL 566,936
=======
In addition, H&Q Life Science Technology Fund I has an
option to purchase 6,000 shares of Common Stock, which option is
immediately exercisable.
Because voting and investment decisions concerning the
above securities may be made by or in conjunction with H&Q LST
Managers I, H&Q LSV Managers, Robert Feeney, THH/RJK, Theo
Heinrichs, Robert Kunze, Hambrecht & Quist Venture Partners,
Hambrecht & Quist Group and William R. Hambrecht, each of the
reporting persons may be deemed a member of a group that shares
voting and dispositive power over 572,936 shares. Although the
reporting persons are reporting such securities as if they were
members of a group, the filing of this Schedule 13G shall not be
construed as an admission by any reporting person that it is a
beneficial 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 also
possible that the individual general partners of Hambrecht &
Quist Venture Partners and/or the directors and executive
officers of Hambrecht & Quist Group might be deemed the
"beneficial owners" of some or all of the securities to which
this Schedule 13G 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 Schedule 13G nor any of
its contents shall be deemed to constitute an admission that any
of such individuals is, for any purpose, the beneficial owner of
any of the securities to which this Schedule 13G relates, and
such beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 17 of 22
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 18 of 22
Signature
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: May 9, 1996.
H&Q LIFE SCIENCE H&Q LST MANAGERS I
TECHNOLOGY FUND I
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact* Attorney-in-Fact*
H&Q LIFE SCIENCE VENTURES H&Q LSV MANAGERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact* Attorney-in-Fact*
H&Q LONDON VENTURES ROBERT FEENEY
By: /s/ Jackie A. Berterretche By: /s/ Robert Kunze
___________________________ ___________________________
Jackie A. Berterretche Robert Kunze
Attorney-in-Fact* Attorney-in-Fact*
HAMCO CAPITAL CORPORATION THH/RJK
By: /s/ Jackie A. Berterretche By: /s/ Robert Kunze
___________________________ ___________________________
Jackie A. Berterretche Robert Kunze
Attorney-in-Fact* Attorney-in-Fact*<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 19 of 22
THEO HEINRICHS HAMBRECHT & QUIST GROUP
By: /s/ Robert Kunze By: /s/ Jackie A. Berterretche
___________________________ ___________________________
Robert Kunze Jackie A. Berterretche
Attorney-in-Fact* Attorney-in-Fact*
WILLIAM R. HAMBRECHT
/s/ Robert Kunze
______________________________
ROBERT KUNZE By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact*
HAMBRECHT & QUIST
VENTURE PARTNERS
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact*
* Powers of attorney were filed with the Commission in
connection with the previous Schedule 13G filings and are
hereby incorporated by reference.<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 20 of 22
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 21<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 21 of 22
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to the Amendment to
Schedule 13G 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 Amendment and any
subsequent amendment jointly on behalf of each of such parties.
DATED: May 9, 1996.
H&Q LIFE SCIENCE HAMCO CAPITAL CORPORATION
TECHNOLOGY FUND I
By: /s/ Jackie A. Berterretche
By: /s/ Jackie A. Berterretche ___________________________
___________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact*
Attorney-in-Fact*
H&Q LST MANAGERS I
H&Q LIFE SCIENCE VENTURES
By: /s/ Jackie A. Berterretche
By: /s/ Jackie A. Berterretche ___________________________
___________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact*
Attorney-in-Fact*
H&Q LSV MANAGERS
H&Q LONDON VENTURES
By: /s/ Jackie A. Berterretche
By: /s/ Jackie A. Berterretche ___________________________
___________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact*
Attorney-in-Fact*
ROBERT FEENEY
By: /s/ Robert Kunze
___________________________
Robert Kunze
Attorney-in-Fact*
<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 22 of 22
THH/RJK HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Robert Kunze
__________________________ By: /s/ Jackie A. Berterretche
Robert Kunze ___________________________
Attorney-in-Fact* Jackie A. Berterretche
Attorney-in-Fact*
THEO HEINRICHS
HAMBRECHT & QUIST GROUP
By: /s/ Robert Kunze
___________________________ By: /s/ Jackie A. Berterretche
Robert Kunze ___________________________
Attorney-in-Fact* Jackie A. Berterretche
Attorney-in-Fact*
/s/ Robert Kunze WILLIAM R. HAMBRECHT
______________________________
ROBERT KUNZE
By: /s/ Jackie A. Berterretche
___________________________
Jackie A. Berterretche
Attorney-in-Fact*
* Powers of attorney were filed with the Commission in
connection with the previous Schedule 13G filings and are
hereby incorporated by reference.<PAGE>
