sc13g

0000950123-11-013072.txt : 20110214 0000950123-11-013072.hdr.sgml : 20110214 20110214060109 ACCESSION NUMBER: 0000950123-11-013072 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DELAFIELD HAMBRECHT PARTNERS FUND GROUP MEMBERS: DH PARTNERS, LLC GROUP MEMBERS: JOHN D. DELAFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE MICROTECH INC CENTRAL INDEX KEY: 0000864559 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80457 FILM NUMBER: 11601938 BUSINESS ADDRESS: STREET 1: 2430 NW 206TH AVENUE CITY: BEAVERTON STATE: OR ZIP: 97005 BUSINESS PHONE: 5036011000 MAIL ADDRESS: STREET 1: 2430 NW 206TH AVENUE CITY: BEAVERTON STATE: OR ZIP: 97006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELAFIELD HAMBRECHT, INC. CENTRAL INDEX KEY: 0001259262 IRS NUMBER: 010548240 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 701 FIFTH AVENUE STREET 2: SUITE 3800 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (206) 254-4100 MAIL ADDRESS: STREET 1: 701 FIFTH AVENUE STREET 2: SUITE 3800 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: DELAFIELD HAMBRECHT INC DATE OF NAME CHANGE: 20030811 SC 13G 1 v58286sc13g.htm SC 13G sc13g


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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Cascade Microtech, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

147322 10 1

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* 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 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).


CUSIP No.		147322 10 1	SCHEDULE 13G


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delafield Hambrecht, Inc.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,233,700

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			1,233,700

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,233,700

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.5%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 2 of 10


CUSIP No.		147322 10 1	SCHEDULE 13G


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DH Partners, LLC


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,208,700

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			1,208,700

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,208,700

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.4%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 3 of 10


CUSIP No.		147322 10 1	SCHEDULE 13G


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delafield Hambrecht Partners Fund


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,208,700

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			1,208,700

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,208,700

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.4%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 10


CUSIP No.		147322 10 1	SCHEDULE 13G


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John D. Delafield


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,297,700

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			1,297,700

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,297,700

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 5 of 10


Item 1(a).		Name of Issuer:


		Cascade Microtech, Inc.


Item 1(b).		Address of Principal Executive Offices of Issuer:


		2430 N.W. 206th Avenue Beaverton, OR 97006


Item 2(a).		Name of Person(s) Filing:


		Delafield Hambrecht, Inc. (“*DHI”) DH Partners, LLC (“DHP”) Delafield Hambrecht Partners Fund (“DHPF*”) John D. Delafield


Item 2(b).		Address of Principal Business Office or, if None, Residence:


		The principal business office of each of the Reporting Persons is 701 Fifth Avenue, Suite 3800, Seattle, WA 98104.


Item 2(c).		Citizenship:


		Delafield Hambrecht, Inc.:		Delaware
		DH Partners, LLC:		Delaware
		Delafield Hambrecht Partners Fund:		Delaware
		John D. Delafield:		United States


Item 2(d).		Title of Class of Securities:


		Common Stock


Item 2(e).		CUSIP Number:


		147322 10 1


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Delafield Hambrecht, Inc.:

	(a)		o Broker or dealer registered under Section 15 of the Exchange Act;

	(b)		o Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)		o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)		o Investment company registered under Section 8 of the Investment Company Act;

	(e)		o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

Page 6 of 10

	(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)		þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)		o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

	(k)		o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

DH Partners, LLC:

	(a)		o Broker or dealer registered under Section 15 of the Exchange Act;

	(b)		o Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)		o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)		o Investment company registered under Section 8 of the Investment Company Act;

	(e)		o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)		þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)		o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

	(k)		o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Delafield Hambrecht Partners Fund:

	(a)		o Broker or dealer registered under Section 15 of the Exchange Act;

	(b)		o Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)		o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)		o Investment company registered under Section 8 of the Investment Company Act;

	(e)		þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

Page 7 of 10

	(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)		o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)		o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

	(k)		o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

John D. Delafield:

Not applicable.


Item 4.		Ownership.

The following percentage interest calculations for each of the Reporting Persons are based on the Issuer having 14,445,211 shares of common stock outstanding as of November 3, 2010, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 3, 2010:

DHPF. DHFP owns beneficially 1,208,700 shares of the Issuer’s common stock, which constitutes approximately 8.4% of the outstanding shares such stock. DHPF, DHP, DHI and Mr. Delafield share the power to vote or to direct the vote and to dispose or to direct the disposition of such shares.

DHP. Because of its position as the sole general partner of DHPF, DHP may be deemed to be a beneficial owner of the 1,208,700 shares beneficially held by DHPF; therefore, DHP may be deemed to be the beneficial owner of 8.4% of the outstanding shares of the Issuer’s common stock. DHPF, DHP, DHI and Mr. Delafield share the power to vote or to direct the vote and to dispose or to direct the disposition of such shares.

DHI. Because of its position as the manager of DHP, DHI may be deemed to be a beneficial owner of the 1,208,700 Shares beneficially held by DHP; DHI is also the beneficial owner of an additional 25,000 shares. Therefore, DHI may be deemed to be the beneficial owner of 1,233,700 shares representing 8.5% of the outstanding shares of the Issuer’s common stock. DHPF, DHP, DHI and Mr. Delafield share the power to vote or to direct the vote and to dispose or to direct the disposition of the 1,208,700 shares held by DHPF; DHI and Mr. Delafield share the power to vote or to direct the vote and to dispose or to direct the disposition of the 25,000 Shares held by DHI.

John D. Delafield. Because of his position as the control person of DHI, Mr. Delafield may be deemed to be beneficial owner of the 1,233,700 Shares beneficially owned by DHI. Mr. Delafield also beneficially owns 64,000 additional shares. Therefore, Mr. Delafield may be deemed to be the beneficial owner of 1,297,700 shares representing 9.0% of the outstanding shares of the Issuer’s common stock. DHPF, DHP, DHI and Mr. Delafield share the power to vote or to direct the vote and to dispose or to direct the disposition of the 1,208,700 Shares held by DHPF; DHI and Mr. Delafield

Page 8 of 10

share the power to vote or to direct the vote and to dispose or to direct the disposition of the 25,000 shares held by DHI; Mr. Delafield shares the power to vote or to direct the vote and to dispose or to direct the disposition of 1,500 shares held by his wife and has sole power to vote or to direct the vote and to dispose or to direct the disposition of 62,500 shares held in his name.


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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o


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.		Certifications.

Not applicable.


Exhibit		Document Description

99.1		Agreement Pursuant to Rule 13d-1(k)(1)(iii)

Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2011


	DELAFIELD HAMBRECHT, INC.
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman


	DH PARTNERS, LLC By Delafield Hambrecht, Inc., its Sole Manager
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman
		Delafield Hambrecht, Inc.

	DELAFIELD HAMBRECHT PARTNERS FUND By DH Partners, LLC, its General Partner By Delafield Hambrecht, Inc., Sole Manager of DH Partners, LLC
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman
		Delafield Hambrecht, Inc.

	JOHN D. DELAFIELD
	/s/ John D. Delafield
	John D. Delafield

Page 10 of 10

EX-99.1 2 v58286exv99w1.htm EX-99.1 exv99w1

EXHIBIT 99.1

Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth herein below.

Date: February 14, 2011


	DELAFIELD HAMBRECHT, INC.
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman


	DH PARTNERS, LLC By Delafield Hambrecht, Inc., its Sole Manager
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman
		Delafield Hambrecht, Inc.

	DELAFIELD HAMBRECHT PARTNERS FUND By DH Partners, LLC, its General Partner By Delafield Hambrecht, Inc., Sole Manager of DH Partners, LLC
	By:	/s/ John D. Delafield
		John D. Delafield, Chairman
		Delafield Hambrecht, Inc.

	JOHN D. DELAFIELD
	/s/ John D. Delafield
	John D. Delafield