-----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, QppmPkPOr3dArANY5tb/Zx7mXr+ZkIc/+vlxqfhw3UQRIIRiFu3p3BgJv+0Z7E/j wJMp9tiQJsvjGV+xySiXMg== 0000906344-00-000027.txt : 20000215 0000906344-00-000027.hdr.sgml : 20000215 ACCESSION NUMBER: 0000906344-00-000027 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 GROUP MEMBERS: H&Q LONDON VENTURES GROUP MEMBERS: H&Q VENTURE PARTNERS, LLC GROUP MEMBERS: H&Q VENTURES IV GROUP MEMBERS: HAMBRECHT & QUIST CALIFORNIA GROUP MEMBERS: HAMBRECHT & QUIST GROUP GROUP MEMBERS: HAMBRECHT & QUIST VENTURE PARTNERS GROUP MEMBERS: HAMQUIST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTELLE \CA\ CENTRAL INDEX KEY: 0000908605 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770164056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48817 FILM NUMBER: 544152 BUSINESS ADDRESS: STREET 1: 3255-3 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4084960474 MAIL ADDRESS: STREET 1: 3255-3 SCOTT BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: CASTELLE INC DATE OF NAME CHANGE: 19930702 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 13G/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 13G/A 1 AMENDMENT NO. 4 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4) Castelle (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 147905-10-3 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) CUSIP No. 147905-10-3 SCHEDULE 13G Page 2 of 13 1 Name Of Reporting Person H&Q LONDON VENTURES IRS Identification No. Of Above Person 94-2966540 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization England NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 13 1 Name Of Reporting Person H&Q VENTURES IV IRS Identification No. Of Above Person 94-2940347 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 4 of 13 1 Name Of Reporting Person HAMQUIST IRS Identification No. Of Above Person 94-2800484 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 13 1 Name Of Reporting Person HAMBRECHT & QUIST VENTURES 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 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 13 1 Name Of Reporting Person H&Q VENTURE PARTNERS, 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 Citizenship Or Place Of Organization Delaware NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* 00 CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 13 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 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 683,066 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 683,066 9 Aggregate Amount Beneficially Owned By Each Reporting Person 683,066 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 14.2% 12 Type Of Reporting Person* CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 13 Item 1(a). Name of Issuer. Castelle (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 3255-3 Scott Boulevard, Santa Clara, CA 95054. Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common Stock, no par value ("Common Stock"). Item 2(e). CUSIP Number. 147905-10-3 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information furnished to the reporting person by the Issuer, there were 4,641,414 shares of Common Stock issued and outstanding as of December 31, 1999. As of December 31, 1999, the reporting persons owned the following shares of Common Stock and warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days of such date: CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 of 13 Common Stock Common Stock Upon Exercise Person Directly Owned Of Warrants H&Q London Ventures 338,480 16,666 H&Q Ventures IV 60,835 -0- Hamquist 1,250 -0- Hambrecht & Quist Venture Partners 43,633 -0- Hambrecht & Quist California 85,536 136,666 ------- ------- TOTAL 529,734 153,332 ======= ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with the other reporting persons, 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 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. Hambrecht & Quist California is a wholly owned subsidiary of Hambrecht & Quist Group, a Delaware corporation which is a wholly owned subsidiary of Bridge Acquisition Holding Corp., a Delaware corporation. Bridge Acquisition Holding Corp. is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation. The principal business address of Hambrecht & Quist Group is One Bush Street, San Francisco, California 94104. The principal business address of Bridge Acquisition Holding Corp. and The Chase Manhattan Corporation is 270 Park Avenue, New York, New York 10017. In the past, the reporting persons may have been deemed to be the beneficial owner of 182,515 shares of Common Stock held by Ivory and Sime Enterprise Capital PLC (formerly known as The Independent Investment Company PLC). The reporting persons did not have voting power over such shares, but may have been considered to have had investment power. All such shares were sold in 1999. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is 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 CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 13 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 Schedule relates, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 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. Not applicable. CUSIP No. 147905-10-3 SCHEDULE 13G Page 11 of 13 Signature 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: February 14, 2000. H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA By: /s/Jackie A. Berterretche By: /s/Patrick J. Allen _________________________ ________________________ Jackie A. Berterretche Patrick J. Allen Attorney-in-Fact Chief Financial Officer H&Q VENTURES IV H&Q VENTURE PARTNERS, LLC By: /s/Jackie A. Berterretche By: /s/William D. Easterbrook _________________________ _________________________ Jackie A. Berterretche William D. Easterbrook Attorney-in-Fact Member-Manager HAMQUIST By: /s/Jackie A. Berterretche _________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: /s/Jackie A. Berterretche _________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 of 13 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 13 CUSIP No. 147905-10-3 SCHEDULE 13G Page 13 of 13 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G 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 and any subsequent amendment jointly on behalf of each of such parties. DATED: February 14, 2000. H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA By: /s/Jackie A. Berterretche By: /s/Patrick J. Allen _________________________ ________________________ Jackie A. Berterretche Patrick J. Allen Attorney-in-Fact Chief Financial Officer H&Q VENTURES IV H&Q VENTURE PARTNERS, LLC By: /s/Jackie A. Berterretche By: /s/William D. Easterbrook _________________________ _________________________ Jackie A. Berterretche William D. Easterbrook Attorney-in-Fact Member-Manager HAMQUIST By: /s/Jackie A. Berterretche _________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: /s/Jackie A. Berterretche _________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----