UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Abaxis, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
002567-10-5
(CUSIP Number)
*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 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 3 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 4 of 23
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
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 5 of 23
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
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 6 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 7 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 8 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 9 of 23
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
6 Shared Voting Power SHARES
BENEFICIALLY
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 10 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 11 of 23
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 12 of 23
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
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 13 of 23
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
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
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 14 of 23
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-3246636
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
5 Sole Voting Power
-0-
NUMBER OF
6 Shared Voting Power SHARES
BENEFICIALLY
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
HC, CO<PAGE>
CUSIP No. 002567-10-5 SCHEDULE 13G Page 15 of 23
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
24,840 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
24,840
9 Aggregate Amount Beneficially Owned By Each Reporting Person
24,840
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.2%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 002567-10-5 13G Page 16 of 23 Pages
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,
11,854,153 shares of Common Stock were outstanding on
December 31, 1996. On such date, the following shares of
Common Stock were held directly by the following persons:<PAGE>
CUSIP No. 002567-10-5 13G Page 17 of 23 Pages
Common Stock
Person Directly Owned
H&Q Life Science Technology Fund I -0-
H&Q Life Science Ventures -0-
H&Q London Ventures 8,879
Hamco Capital Corporation 14,923
Hambrecht & Quist Venture Partners 1,038
______
TOTAL 24,840
======
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
Hambrecht & Quist Venture Partners, Hambrecht & Quist
California, 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 24,840
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 California or
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.
If this statement is being filed to report the fact
that as of the date hereof, the reporting persons have ceased<PAGE>
CUSIP No. 002567-10-5 13G Page 18 of 23 Pages
to be the beneficial owners of more than 5% of the Common
Stock, check the following: [x]
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 13G Page 19 of 23 Pages
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: February 12, 1997.
H&Q LIFE SCIENCE TECHNOLOGY H&Q LST MANAGERS I
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/ Eileen Thomas
_________________________ _________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
HAMCO CAPITAL CORPORATION THH/RJK
By: /s/Jackie A. Berterretche By: /s/ Eileen Thomas
_________________________ _________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact<PAGE>
CUSIP No. 002567-10-5 13G Page 20 of 23 Pages
THEO HEINRICHS HAMBRECHT & QUIST CALIFORNIA
By: /s/ Eileen Thomas By: /s/Jackie A. Berterretche
_________________________ _________________________
Eileen Thomas Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
ROBERT KUNZE HAMBRECHT & QUIST GROUP
By: /s/ Eileen Thomas By: /s/Jackie A. Berterretche
__________________________ _________________________
Eileen Thomas Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMBRECHT & QUIST VENTURE WILLIAM R. HAMBRECHT
PARTNERS
By: /s/Jackie A. Berterretche
By: /s/Jackie A. Berterretche _________________________
_________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact
Attorney-in-Fact<PAGE>
CUSIP No. 002567-10-5 13G Page 21 of 23 Pages
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 22<PAGE>
CUSIP No. 002567-10-5 13G Page 22 of 23 Pages
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: February 12, 1997.
H&Q LIFE SCIENCE TECHNOLOGY H&Q LST MANAGERS I
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/ Eileen Thomas
_________________________ _________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
HAMCO CAPITAL CORPORATION
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 002567-10-5 13G Page 23 of 23 Pages
THH/RJK HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Eileen Thomas By: /s/Jackie A. Berterretche
_________________________ _________________________
Eileen Thomas Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
THEO HEINRICHS HAMBRECHT & QUIST CALIFORNIA
By: /s/ Eileen Thomas By: /s/Jackie A. Berterretche
_________________________ _________________________
Eileen Thomas Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
ROBERT KUNZE HAMBRECHT & QUIST GROUP
By: /s/ Eileen Thomas By: /s/Jackie A. Berterretche
_________________________ _________________________
Eileen Thomas Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
