-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UEcp9g5zuC+EmLDPgK4xs9usRIYpNDqRG2OWGYtu1rVcx3TASfbfIAPJuOOmdu0V yx1oNo3wxtEmkzG+aan06g== 0000906344-98-000034.txt : 19980518 0000906344-98-000034.hdr.sgml : 19980518 ACCESSION NUMBER: 0000906344-98-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980515 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRONSTONE GROUP INC CENTRAL INDEX KEY: 0000723269 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 952829956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36338 FILM NUMBER: 98624004 BUSINESS ADDRESS: STREET 1: ONE BUSH STREET STE 100 STREET 2: SUITE 1240 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4155763537 MAIL ADDRESS: STREET 1: ONE BUSH STREET SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: OXOCO INC DATE OF NAME CHANGE: 19880926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* IRONSTONE GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 463228-20-5 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 6, 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(c), 13d-1(f) or 13d-1(g), check the following box [ ]. See Rule 13d-7(b) 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 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). Exhibit Index on Page 20 Total Pages 21 CUSIP No. 463228-20-5 SCHEDULE 13D Page 2 of 21 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 3 of 21 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 4 of 21 1 Name of Reporting Person HAMBRECHT & QUIST LLC 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person OO * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 5 of 21 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 6 of 21 1 Name of Reporting Person H&Q VENTURES MANAGEMENT CO. LLC 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person OO * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 7 of 21 1 Name of Reporting Person H&Q VENTURES IV 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 8 of 21 1 Name of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED 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 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 Bermuda 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 9 of 21 1 Name of Reporting Person HAMQUIST 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 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 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 745,536* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 745,536* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 745,536* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 50.1%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 463228-20-5 SCHEDULE 13D Page 10 of 21 Item 1. Security and Issuer. This Amendment to Schedule 13D relates to the common stock (the "Common Stock") of Ironstone Group, Inc., a Delaware corporation formerly known as Oxoco, Inc. (the "Issuer"). The principal executive office of the Company is located at 9665 Chesapeake Drive, Suite 430, San Diego, California 92123. 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 with its principal office at One Bush Street, San Francisco, California 94104. In addition to being engaged, through its indirect subsidiary, Hambrecht & Quist LLC, 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: Principal Occupation Name Position Address (Business) Daniel H. Director, One Bush Street Same as Case III Chairman, San Francisco, Position CEO CA 94104 William R. Director, One Bush Street Same as Timken Vice San Francisco, Position Chairman CA 94104 Howard B. Director c/o Hambrecht & President, Hillman Quist Auto-Trol One Bush Street Technology San Francisco, Corp. CA 94104 William E. Director c/o Hambrecht & Founder, Mayer Quist Development One Bush Street Capital LLC San Francisco, CA 94104 CUSIP No. 463228-20-5 SCHEDULE 13D Page 11 of 21 Principal Occupation Name Position Address (Business) William J. Director c/o Hambrecht & Professor, Perry Quist Stanford One Bush Street University San Francisco, CA 94104 Edmund H. Director c/o Hambrecht & Vice Shea, Jr. Quist President, One Bush Street J.F. Shea San Francisco, Co., Inc. CA 94104 (construction and venture capital) David M. COO One Bush Street Same as McAuliffe San Francisco, Position CA 94104 Patrick J. CFO One Bush Street Same as Allen San Francisco, Position CA 94104 Steven N. Secretary One Bush Street Same as Machtinger San Francisco, Position CA 94104 Hambrecht & Quist California ("H&Q California") is a California corporation wholly owned by H&Q Group, with its principal office at One Bush Street, San Francisco, California 94104. The directors and executive officers of H&Q California are the following: Principal Occupation Name Position Address (Business) Daniel H. Director, One Bush Street Chairman, Case III Chairman, San Francisco, CEO, H&Q CEO CA 94104 Group William R. Director, One Bush Street Vice Timken Vice San Francisco, Chairman, H&Q Chairman CA 94104 Group CUSIP No. 463228-20-5 SCHEDULE 13D Page 12 of 21 Principal Occupation Name Position Address (Business) Howard B. Director c/o Hambrecht & President, Hillman Quist Auto-Trol One Bush Street Technology San Francisco, Corp. CA 94104 William E. Director c/o Hambrecht & Founder, Mayer Quist Development One Bush Street Capital LLC San Francisco, CA 94104 William J. Director c/o Hambrecht & Professor, Perry Quist Stanford One Bush Street University San Francisco, CA 94104 Edmund H. Director c/o Hambrecht & Vice Shea, Jr. Quist President, One Bush Street J.F. Shea San Francisco, Co., Inc. CA 94104 (construction and venture capital) Patrick J. CFO One Bush Street CFO, H&Q Allen San Francisco, Group CA 94104 Steven N. Secretary One Bush Street Secretary, Machtinger San Francisco, H&Q Group CA 94104 Hambrecht & Quist LLC ("H&Q LLC"), a subsidiary of H&Q California, is a Delaware limited liability company engaged in the investment banking and securities brokerage businesses, with its principal office at One Bush Street, San Francisco, California 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: CUSIP No. 463228-20-5 SCHEDULE 13D Page 13 of 21 Principal Occupation Name Position Address (Business) Daniel H. Director, One Bush Street Same as Case III Chairman, San Francisco, Position CEO CA 94104 William R. Director, One Bush Street Same as Timken Vice San Francisco, Position Chairman CA 94104 Paul L. Vice One Bush Street Same as Hallingby Chairman San Francisco, Position CA 94104 Christina M. Co-Director One Bush Street Same as Morgan of San Francisco, Position Investment CA 94104 Banking David M. Co-Director One Bush Street Same as McAuliffe of San Francisco, Position Investment CA 94104 Banking and COO Bruce M. Director of One Bush Street Same as Lupatkin Research San Francisco, Position CA 94104 Patrick J. CFO One Bush Street Same as Allen San Francisco, Position CA 94104 Steven N. Secretary One Bush Street Same as Machtinger San Francisco, Position CA 94104 Hambrecht & Quist Venture Partners ("H&Q Venture Partners"), is a California limited partnership formed in 1984 to manage venture capital funds with its principal office at One Bush Street, San Francisco, California 94104. The general partners of H&Q Venture Partners are H&Q California and H&Q Ventures Management Co. LLC. H&Q Ventures Management Co. LLC is a Delaware limited liability company formed in 1998 to serve as one of the general partners of H&Q Venture Partners. Its sole member and manager is William Easterbrook, whose principal CUSIP No. 463228-20-5 SCHEDULE 13D Page 14 of 21 occupation is serving as Advisory Director of H&Q Venture Partners. H&Q Ventures IV is a California limited partnership formed in 1984 to make venture capital investments with principal offices at One Bush Street, San Francisco, California 94104. The general partner is H&Q Venture Partners (described above). Venture Associates (BVI) Limited ("Venture Associates") is a British Virgin Islands corporation formed in 1969 with principal offices at Burnaby Building, P.O. Box HM 1368, Hamilton HM FX, Bermuda. H&Q Venture Partners currently acts as investment manager for Ventures Associates. The directors and executive officers of Ventures Associates are the following: Principal Occupation Name Position Address (Business) Melvin R. Chairman P.O. Box 720 Consultant Seiden Pawling, NY (United 12564 States) Sir Charles Director Shepherd House Retired Fraser and Inveresk (United President Midlothian EH21 Kingdom) 7TH Scotland Gerard Director Rolinco N.V. Managing de Bruin Coolsingel 120 Director, (The NL-3011 AG Robeco Bank Netherlands) Rotterdam The Netherlands Michael Director Oak Lodge Retired Kennedy Inveresk Musselburgh Midlothian EH21 7TH Scotland Michael J. Vice c/o Venture Same as Drew President Associates Position 22 Church St., P.O. Box HM 1186 Hamilton HM 11, Bermuda CUSIP No. 463228-20-5 SCHEDULE 13D Page 15 of 21 Principal Occupation Name Position Address (Business) Donald E. Treasurer c/o Venture Same as van Raalte Associates Position 22 Church St., P.O. Box HM 1186 Hamilton HM 11, Bermuda Susan Secretary c/o Venture Same as Fairhurst Associates Position 22 Church St., P.O. Box HM 1186 Hamilton HM 11, Bermuda Hamquist is a California limited partnership formed in 1982 for the purpose of allowing employees and others connected with H&Q California to make venture capital investments on a pooled basis. Its principal office is at One Bush Street, San Francisco, California 94104. The general partner is H&Q California. (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 unless otherwise indicated. Item 3. Source and Amount of Funds or Other Consideration. The source of funds used to purchase the Common Stock described herein was in each case the working capital of the acquiring entity. CUSIP No. 463228-20-5 SCHEDULE 13D Page 16 of 21 Item 4. Purpose of Transaction. The reporting persons purchased the securities of the Issuer to obtain or to increase their respective equity interests in the Issuer. Depending on market conditions and other factors, the reporting persons may, at any time or from time to time, sell all or some of their securities of the Issuer, or may purchase additional securities of the Issuer in the open market or in private transactions. Except as set forth above, the reporting persons have no plans or proposals which relate to or would result in the following types of transactions or events: (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. CUSIP No. 463228-20-5 SCHEDULE 13D Page 17 of 21 Item 5. Interest in Securities of the Issuer. (a) & (b) Reference is made to Items 7-11 and 13 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 1,487,851 shares of Common Stock issued and outstanding as of a recent date. The following persons directly own the following shares of Common Stock: Common Stock Person Directly Owned H&Q Group 4,596 H&Q California 242,904 H&Q LLC 3,656 H&Q Venture Partners 128,875 H&Q Ventures IV 131,989 Venture Associates 230,965 Hamquist 2,551 _______ TOTAL 745,536 ======= Voting and investment decisions concerning the above securities may be made by or in conjunction with the other reporting persons. Accordingly, 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, in which case each reporting person would be deemed to have beneficial ownership of an aggregate of 745,536 shares of Common Stock, which is 50.1% of the outstanding Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act). Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule 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 Exchange Act, it is also possible that the individual general partners, 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 Schedule 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 Schedule nor any of its contents shall be deemed to CUSIP No. 463228-20-5 SCHEDULE 13D Page 18 of 21 constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. The reporting persons are not aware of any other persons named in Item 2 above who beneficially own any shares of Common Stock of the Issuer. The reporting persons believe that William R. Hambrecht is the beneficial owner of 346,754 shares of Common Stock, representing 23.3% of the outstanding Common Stock. Although Mr. Hambrecht is not now named in Item 2 above, he was previously affiliated with the reporting persons, including as a director and officer of H&Q Group and H&Q California and as one of the two general partners of H&Q Venture Partners. Mr. Hambrecht resigned his positions from H&Q Group and H&Q California as of January 1, 1998, and he withdrew as a general partner of H&Q Venture Partners as of April 6, 1998. Accordingly, Mr. Hambrecht is not now a beneficial owner of the securities reported in this Schedule 13D. (c) During the past 60 days, the reporting persons did not effect any transactions in the Issuer's securities. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of the reporting persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. (a) Joint Filing Undertaking. CUSIP No. 463228-20-5 SCHEDULE 13D Page 19 of 21 Signatures 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: May 11, 1998 HAMBRECHT & QUIST GROUP H&Q VENTURES MANAGEMENT CO. LLC By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA H&Q VENTURES IV By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST LLC VENTURE ASSOCIATES (BVI) LIMITED By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMQUIST PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact CUSIP No. 463228-20-5 SCHEDULE 13D Page 20 of 21 EXHIBIT INDEX Exhibit 1 Joint Filing Undertaking Page 21 CUSIP No. 463228-20-5 SCHEDULE 13D Page 21 of 21 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment to 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 Amendment to Schedule 13D and any subsequent amendment jointly on behalf of each of such parties. DATED: May 11, 1998. HAMBRECHT & QUIST GROUP H&Q VENTURES MANAGEMENT CO. LLC By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA H&Q VENTURES IV By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST LLC VENTURE ASSOCIATES (BVI) LIMITED By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche _________________________ __________________________ Patrick J. Allen Jackie A. Berterretche Chief Financial Officer Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMQUIST PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----