-----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, PkELInLDI4Kb4eCh/zoZ1tDsepgqaKZ+oLQAfaqKcYhB1LzrdGZ5TakTX3egAE/3 Hxe5oHArNSChqv47lVqoaA== 0000906344-99-000017.txt : 19990215 0000906344-99-000017.hdr.sgml : 19990215 ACCESSION NUMBER: 0000906344-99-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 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 GROUP MEMBERS: VENTURE ASSOCIATES (BVI) LIMITED 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: 99537603 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. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Castelle (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 147905-10-3 (CUSIP Number) December 31, 1998 (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 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 4 of 15 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 Citizenship Or Place Of Organization Bermuda 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* 00 CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 15 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 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 of 15 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 Citizenship Or Place Of Organization Delaware 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 683,066 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 865,581 9 Aggregate Amount Beneficially Owned By Each Reporting Person 865,581 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 20.0% 12 Type Of Reporting Person* HC, CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 15 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 the Issuer's most recent Form 10-Q, there were 4,332,448 shares of Common Stock issued and outstanding as of November 13, 1998. As of December 31, 1998, 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 11 of 15 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- Venture Associates (BVI) Limited -0- -0- Hamquist 1,250 -0- Hambrecht & Quist Venture Partners 43,633 -0- RVR Securities -0- -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 Hambrecht & Quist Venture Partners ("H&Q Venture Partners"), H&Q Venture Partners, LLC, Hambrecht & Quist California ("H&Q California") and Hambrecht & Quist Group ("H&Q Group"), 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. In addition, H&Q Group may be 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). Pursuant to existing arrangements, H&Q Group does not have voting power over such shares, but may be considered to have investment power. Although such shares are included in the number of shares beneficially owned by the reporting persons for purposes of this Schedule, the reporting persons disclaim beneficial ownership of such shares for any purpose. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, 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 CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 of 15 disposition of such securities. Neither the filing of this Schedule 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 Schedule relates, and such beneficial ownership is expressly disclaimed. William R. Hambrecht previously reported his beneficial ownership of Issuer securities as a member of a group that included the foregoing reporting persons. However, Mr. Hambrecht is no longer a member of such group. Mr. Hambrecht was previously affiliated with the foregoing 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 3, 1998. Accordingly, Mr. Hambrecht is not now a beneficial owner of the securities reported in this Schedule 13G, and the reporting persons are not now beneficial owners of the securities owned by Mr. Hambrecht. This Schedule does not include shares of Common Stock, if any, held by Hambrecht & Quist LLC in its trading account if it is a market maker in the Issuer's Common Stock. 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 13 of 15 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 10, 1999. H&Q LONDON VENTURES 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 H&Q VENTURES IV HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger ___________________________ ___________________________ Jackie A. Berterretche Steven N. Machtinger Attorney-in-Fact General Counsel & Secretary VENTURE ASSOCIATES (BVI) HAMBRECHT & QUIST GROUP LIMITED By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche ___________________________ ___________________________ Steven N. Machtinger Jackie a. Berterretche General Counsel & Secretary Attorney-in-Fact HAMQUIST By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: _______________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 147905-10-3 SCHEDULE 13G Page 14 of 1 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 15 CUSIP No. 147905-10-3 SCHEDULE 13G Page 15 of 15 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 10, 1999. H&Q LONDON VENTURES 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 H&Q VENTURES IV HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger ___________________________ ___________________________ Jackie A. Berterretche Steven N. Machtinger Attorney-in-Fact General Counsel & Secretary VENTURE ASSOCIATES (BVI) HAMBRECHT & QUIST GROUP LIMITED By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche ___________________________ ___________________________ Steven N. Machtinger Jackie a. Berterretche General Counsel & Secretary Attorney-in-Fact HAMQUIST By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: _______________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----