<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Expert Software, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
302131-10-7
- --------------------------------------------------------------------------------
(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)
March 12, 1998
- --------------------------------------------------------------------------------
(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).
<PAGE>
Page 2 of 14 Pages
CUSIP No. 302131-10-7
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
264,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
264,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 14 Pages
CUSIP No. 302131-10-7
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
264,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
264,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 4 of 14 Pages
CUSIP No. 302131-10-7
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
-0-
8 SHARED VOTING POWER
264,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
264,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 5 of 14 Pages
CUSIP No. 302131-10-7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
24,000
8 SHARED VOTING POWER
328,242
9 SOLE DISPOSITIVE POWER
24,000
10 SHARED DISPOSITIVE POWER
328,242
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,242
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 6 of 14 Pages
CUSIP No. 302131-10-7
ITEM 1. SECURITY AND ISSUER.
The reporting persons are the holders of shares of the Common Stock (the
"Stock") of Expert Software, Inc., a Delaware corporation (the "Company" or
"Expert"), 800 Douglas Road, Executive Tower, Suite #750, Coral Gables, FL
33134.
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:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
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 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
<PAGE>
Page 7 of 14 Pages
CUSIP No. 302131-10-7
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)
David M. Chief Operating One Bush Street Same as
McAuliffe Officer 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
</TABLE>
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 Group are
the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
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
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bust Street Stanford
San Francisco, CA University
94104
<PAGE>
Page 8 of 14 Pages
CUSIP No. 302131-10-7
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)
David M. Chief Operating One Bush Street Same as
McAuliffe Officer 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
</TABLE>
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 Hambrecht & Quist LLC are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Paul L. Vice Chairman One Bush Street Same as
Hallingby 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
<PAGE>
Page 9 of 14 Pages
CUSIP No. 302131-10-7
David M. Co-Director of One Bush Street Same as
McAuliffe Investment Banking San Francisco, CA Position
and Chief Operating 94104
Officer
Cristina M. Co-Director of One Bush Street Same as
Morgan Investment Banking San Francisco, CA Position
94104
Bruce M. Director of One Bush Street Same as
Lupatkin Research San Francisco, CA Position
94104
</TABLE>
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 H&Q LLC.
(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;
<PAGE>
Page 10 of 14 Pages
CUSIP No. 302131-10-7
(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 September 30, 1997, there were 7,548,494 shares of Common Stock
outstanding as of October 31, 1997. The following summarizes the shares of
the Company beneficially owned by the reporting persons:
<TABLE>
<CAPTION>
Number of
Shares Percentage
Investor Common Stock of Class
- -------- ------------ --------
<S> <C> <C>
H&Q Group 264,500 3.5%
H&Q California 264,500 3.5%
H&Q LLC 264,500 3.5%
Daniel H. Case III 352,242 4.7%
</TABLE>
Prior to this Amendment, H&Q LLC held 342,000 shares and such shares are
attributable to H&Q Group as a result of its affiliation with H&Q LLC. H&Q
LLC disposed of 40,000 shares on the open market on March 12, 1998 at $4.375
per share.
Daniel H. Case III is a director, Chairman and Chief Executive Officer
of H&Q Group, H&Q California and H&Q LLC. See Item 2 above. Mr. Case and
members of his immediate family disposed of 10,000 shares on March 12, 1998
on the open market at $4.375 per share. Mr. Case disclaims beneficial
ownership of all of such shares except for shares directly held by him.
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
Daniel H. Case III, 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.
<PAGE>
Page 11 of 14 Pages
CUSIP No. 302131-10-7
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 Expert'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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Joint Filing Undertaking as required by Rule 13d-1(f).
<PAGE>
Page 12 of 14 Pages
CUSIP No. 302131-10-7
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 23, 1998
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
DANIEL H. CASE III
By: /s/ Daniel H. Case III
---------------------------------
Daniel H. Case III
<PAGE>
Page 13 of 14 Pages
CUSIP No. 302131-10-7
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit A Joint Filing Undertaking Page 14
</TABLE>
<PAGE>
Page 14 of 14 Pages
CUSIP No. 302131-10-7
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 23, 1998
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
DANIEL H. CASE III
By: /s/ Daniel H. Case III
---------------------------------
Daniel H. Case III
