UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SQA, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
784637100
(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. 784637100 13G Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ABS Ventures III Limited Partnership
52-1527623
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 346,761 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
346,761 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
346,761 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 784637100 13G Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Calvert Capital, L.P.
52-1515213
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 346,761 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
346,761 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
346,761 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON
PN<PAGE>
CUSIP NO. 784637100 13G Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward T. Anderson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES 41,728 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 853,124 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
41,728 shares
8 SHARED DISPOSITIVE POWER
853,124 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
894,852 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
12 TYPE OF REPORTING PERSON
IN<PAGE>
CUSIP NO. 784637100 13G Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruns H. Grayson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES 28,787 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 363,181 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
28,787 shares
8 SHARED DISPOSITIVE POWER
363,181 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
391,968 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12 TYPE OF REPORTING PERSON
IN<PAGE>
CUSIP NO. 784637100 13G Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Walkingshaw
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 853,124 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
853,124 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
853,124 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%
12 TYPE OF REPORTING PERSON
IN<PAGE>
Item 1(a) Name of Issuer:
SQA, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
10 State Street
Woburn, MA 01801
Item 2(a) Name of Person Filing:
This Statement is filed by ABS Ventures III Limited Partnership,
Calvert Capital, L.P., Edward T. Anderson, Bruns H. Grayson and
Robert Walkingshaw who are sometimes collectively referred to as
the "Reporting Persons."
Item 2(b) Address of Principal Business Office, or
if none, Residence:
The address of the principal office of ABS Ventures III Limited
Partnership is 1 South Street, Suite 2150, Baltimore, Maryland
21202.
The address of the principal office of Calvert Capital L.P. and
Bruns Grayson is c/o ABS Ventures, 1 South Street, Suite 2150,
Baltimore, Maryland 21202.
The address of the principal office of Edward T. Anderson and
Robert Walkingshaw is c/o North Bridge Venture Partners, 404 Wyman
Street, Waltham, Massachusetts 02154.
Item 2(c) Citizenship:
ABS Ventures III Limited Partnership and Calvert Capital L.P. are
Delaware limited partnerships. Messrs. Anderson, Grayson and
Walkingshaw are United States citizens.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common Stock")
Item 2(e) CUSIP Number:
784637100
<PAGE>
Item 3 Description of Person Filing:
Not applicable.
Item 4 Ownership:
The following information with respect to ownership of the Common
Stock of the Company by the persons filing this Statement is
provided as of December 31, 1996, the last day of the year covered
by this Statement.
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person.
(b) Percent of Class:
See Row 11 of the cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and
the response to Item 4(c)(ii) below.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person.
Calvert Capital L.P. and Messrs. Anderson, Grayson and
Walkingshaw each may be deemed to have shared power to
vote and shared power to dispose of an aggregate of
346,761 shares owned by ABS Ventures III Limited
Partnership by reason of Calvert Capital L.P. being the
general partner of ABS Ventures III Limited Partnership
and Messrs. Anderson, Grayson and Walkingshaw being the
general partners of Calvert Capital L.P.. Calvert Capital
L.P. and Messrs. Anderson, Grayson and Walkingshaw each
expressly disclaim beneficial ownership of these shares,
except to the extent of their respective pecuniary
interest therein.
Messrs. Anderson and Walkingshaw each may be deemed to
have shared power to vote and shared power to dispose of
an aggregate of 506,363 shares owned by North Bridge
Venture Partners, L.P. by reason of their being general
partners of North Bridge Venture Management L.P., the
general partner of North Bridge Venture Partners, L.P..
Messrs. Anderson and Walkingshaw each expressly disclaim
beneficial ownership of these shares, except to the
extent of their respective pecuniary interest therein.
Mr. Grayson may be deemed to have shared power to vote
and shared power to dispose of an aggregate of 16,420
shares owned by Brown Technology Associates Limited
Partnership by reason of his being a general partner of
Brown Technology Associates Limited Partnership. Mr.
Grayson expressly disclaims beneficial ownership of these
shares, except to the extent of his pecuniary interest
therein.
(iii)Sole power to dispose or direct the disposition of:
See Row 7 of the cover page for each of the Reporting
Persons and the response to Item 4(c)(ii) above.
(iv) Shared power to dispose or direct the disposition of:
See Row 8 of the cover page for each of the Reporting
Persons and the response to Item 4(c)(ii) above.
Item 5 Ownership of Five Percent or Less of a Class:
This Statement if being filed to report the fact that as of
December 31, 1996 certain of the Reporting Persons (ABS Ventures
III Limited Partnership, Calvert Capital, L.P. and Bruns H.
Grayson) have ceased to be the beneficial owners of more than 5% of
the Class of Securities.
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:
By signing below we each certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
February 12, 1997
ABS VENTURES III LIMITED PARTNERSHIP
By: Calvert Capital L.P.
By:/s/ Bruns H. Grayson
General Partner
CALVERT CAPITAL L.P.
By:/s/ Bruns H. Grayson
General Partner
/s/ Edward T. Anderson
Edward T. Anderson
/s/ Bruns H. Grayson
Bruns H. Grayson
/s/ Robert Walkingshaw
Robert Walkingshaw
<PAGE>
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed on behalf of all of the
undersigned with respect to the ownership of shares of Common Stock of SQA,
Inc., by ABS Ventures III Limited Partnership.
This agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED as a sealed instrument this 12th day of February, 1997.
ABS VENTURES III LIMITED PARTNERSHIP
By: Calvert Capital L.P.
By:/s/ Bruns H. Grayson
General Partner
CALVERT CAPITAL L.P.
By:/s/ Bruns H. Grayson
General Partner
/s/ Edward T. Anderson
Edward T. Anderson
/s/ Bruns H. Grayson
Bruns H. Grayson
/s/ Robert Walkingshaw
Robert Walkingshaw
