<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Cambridge Soundworks, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
132514100
- -------------------------------------------------------------------------------
(CUSIP Number)
Steven N. Machtinger
Hambrecht & Quist LLC
One Bush Street, San Francisco, CA 94104
(415) 439-3000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 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 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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Page 2 of 12 Pages
CUSIP No. 132514100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
145,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
145,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 12 Pages
CUSIP No. 132514100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
-0-
8 SHARED VOTING POWER
145,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
145,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
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Page 4 of 12 Pages
CUSIP No. 132514100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist L.L.C.
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
145,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
145,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
OO
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Page 5 of 12 Pages
CUSIP No. 132514100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Hambrecht 1980 Revocable Trust
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
192,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
192,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 6 of 12 Pages
CUSIP No. 132514100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Hambrecht
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
-0-
8 SHARED VOTING POWER
337,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
337,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
337,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Page 7 of 12 Pages
CUSIP No. 132514100
The reporting persons are the holders of shares of the Common Stock (the
"Stock") of Cambridge Soundworks, Inc., a Massachusetts corporation (the
"Company" or "Cambridge"), 311 Needham Street, Newton, MA 02164.
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:
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
Daniel H. Case III Director, President, One Bush Street Same as
CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht 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 Bust Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bust 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
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Page 8 of 12 Pages
CUSIP No. 132514100
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)
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
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 California are identical to those of H&Q
Group as listed above.
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
H&Q LLC are the following:
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
Daniel H. Case III Director, President One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman 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
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Page 9 of 12 Pages
CUSIP No. 132514100
Paul L. Executive Vice One Bush Street Same as
Hallingby President San Francisco, CA Position
94104
Cristina M. Co-Director of One Bush Street Same as
Morgan Investment Banking San Francisco, CA Position
94104
David M. Co-Director of One Bush Street Same as
McAuliffe Investment Banking San Francisco, CA Position
and Chief 94104
Administrative
Officer
Bruce M. Director of One Bush Street Same as
Lupatkin Research San Francisco, CA Position
94104
THE HAMBRECHT 1980 REVOCABLE TRUST is a California trust with business
address of One Bush Street, San Francisco, CA 94104. William R. Hambrecht is
the trustee of the Hambrecht 1980 Revocable Trust.
WILLIAM R. HAMBRECHT is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation is
Chairman of H&Q LLC, H&Q California and H&Q Group.
(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:
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Page 10 of 12 Pages
CUSIP No. 132514100
(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
March 30, 1997, there were 3,803,027 shares of Common Stock outstanding as of
May 12, 1997. The following summarizes the shares of the Company beneficially
owned by the reporting persons:
Number of
Shares Percentage
Investor Common Stock of Class
- -------- ------------ --------
H&Q Group 145,000 3.8%
H&Q California 145,000 3.8%
H&Q LLC 145,000 3.8%
The Hambrecht 1980 192,000 5.0%
Revocable Trust
William R. Hambrecht 337,000 8.9%
The 145,000 shares beneficially owned by H&Q Group and H&Q California are a
result of their interests in H&Q LLC. H&Q Group is the sole parent to H&Q
California which in turn is a member of H&Q LLC. H&Q LLC holds 145,000 shares
of Common Stock of Cambridge. H&Q LLC acquired the following shares pursuant to
open market purchases: 7,500 shares at $5.13 on June 23, 24, and July 1, 1997;
5,000 shares at $5.00 on July 7, 1997; 2,500 shares on July 8, 1997 at $4.63;
5,000 shares on July 11 and 15, 1997 at $4.38.
<PAGE>
Page 11 of 12 Pages
CUSIP No. 132514100
The Hambrecht 1980 Revocable Trust ("Trust") holds 192,000 shares of Common
Stock of Cambridge. The Trust acquired the following shares pursuant to open
market purchases: 7,500 shares at $5.13 on June 23, 24, and July 1, 1997; 5,000
shares at $5.00 on July 7, 1997; 2,500 shares on July 8, 1997 at $4.63; 5,000
shares on July 11 and 15, 1997 at $4.38. William R. Hambrecht is a trustee of
the Trust and may also be deemed to beneficially own the shares held by H&Q LLC
by virtue of his positions with H&Q LLC, H&Q Group and H&Q California.
Because voting and investment decisions concerning the above securities may
be made by or in conjunction with H&Q Group, H&Q California, H&Q LLC, and
William R. Hambrecht, 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 report 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
directors, executive officers, members and/or managers of the foregoing entities
might be deemed the "beneficial owners" of some or all of the securities to
which this report relates in that they might be deemed to share the power to
direct the voting or disposition of such securities. Neither the filing of this
report 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 report relates, and such beneficial ownership is
expressly disclaimed.
This report does not include shares of Common Stock, if any, held by H&Q
LLC in its trading account for the purposes of making a market in Cambridge's
Common Stock.
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.
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Page 12 of 12 Pages
CUSIP No. 132514100
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: August 15, 1997
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
THE HAMBRECHT 1980 REVOCABLE TRUST
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking
<PAGE>
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: August 15, 1997
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
THE HAMBRECHT 1980 REVOCABLE TRUST
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
