-----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, AQz4ySnue3EEjiC4Dag8bjgHnpsjftcuAvdAI8RdpPxBOM5tv9KUEBy7hmdx3Q3B MYGERt14gJF+3SCqTomL0w== 0000906344-99-000018.txt : 19990215 0000906344-99-000018.hdr.sgml : 19990215 ACCESSION NUMBER: 0000906344-99-000018 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: HAMBRECHT & QUIST CALIFORNIA GROUP MEMBERS: HAMBRECHT & QUIST GROUP GROUP MEMBERS: HAMBRECHT & QUIST VENTURE PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MADE2MANAGE SYSTEMS INC CENTRAL INDEX KEY: 0001038271 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 351665080 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53201 FILM NUMBER: 99537609 BUSINESS ADDRESS: STREET 1: 9002 PURDUE RD STE 2000 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-875-97 MAIL ADDRESS: STREET 1: 9002 PURDUE RD STE 200 STREET 2: 9002 PURDUE RD STE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 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. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Made2Manage Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 556466-10-0 (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.556466-10-0 SCHEDULE 13G Page 2 of 12 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 SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 807,606 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 976,793 9 Aggregate Amount Beneficially Owned By Each Reporting Person 976,793 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 21.6% 12 Type Of Reporting Person* PN CUSIP No.556466-10-0 SCHEDULE 13G Page 3 of 12 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 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 807,606 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 976,793 9 Aggregate Amount Beneficially Owned By Each Reporting Person 976,793 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 21.6% 12 Type Of Reporting Person* PN CUSIP No.556466-10-0 SCHEDULE 13G Page 4 of 12 1 Name Of Reporting PersonH&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 SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 807,606 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 976,793 9 Aggregate Amount Beneficially Owned By Each Reporting Person 976,793 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 21.6% 12 Type Of Reporting Person* C0 CUSIP No.556466-10-0 SCHEDULE 13G Page 5 of 12 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 SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 807,606 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 976,793 9 Aggregate Amount Beneficially Owned By Each Reporting Person 976,793 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 21.6% 12 Type Of Reporting Person* CO CUSIP No.556466-10-0 SCHEDULE 13G Page 6 of 12 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 NUMBER OF 5 Sole Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 807,606 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 976,793 9 Aggregate Amount Beneficially Owned By Each Reporting Person 976,793 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 21.6% 12 Type Of Reporting Person* HC, CO CUSIP No.556466-10-0 SCHEDULE 13G Page 7 of 12 Item 1(a). Name of Issuer. Made2Manage Systems, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 9002 Purdue Road, Indianapolis, IN 46268. 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 ("Common Stock"). Item 2(e). CUSIP Number. 556466-10-0 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is hereby 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 persons by the Issuer, there were 4,523,278 shares of Common Stock issued and outstanding as of December 31, 1998. At December 31, 1998, the following shares of Common Stock were held directly by the following persons: CUSIP No.556466-10-0 SCHEDULE 13G Page 8 of 12 Common Stock Person Directly Owned H&Q London Ventures 520,562 Hamco Capital Corporation -0- Hambrecht & Quist Venture Partners -0- Hambrecht & Quist California 287,044 TOTAL 807,606 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, Hambrecht & Quist Group may be determined to be the beneficial owner 169,187 shares of Common Stock held by Ivory and Sime Enterprise Capital PLC (formerly known as The Independent Investment Company PLC). Pursuant to existing arrangements, Hambrecht & Quist 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 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. Hamco Capital Corporation ("Hamco"), a corporation controlled by William R. Hambrecht, and Mr. Hambrecht previously reported their beneficial ownership of Issuer securities as CUSIP No.556466-10-0 SCHEDULE 13G Page 9 of 12 members of a group that included the foregoing reporting persons. However, Hamco and Mr. Hambrecht are no longer members 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 and Hamco are not now beneficial owners of the securities reported in this Schedule 13G, and the reporting persons are not now beneficial owners of the securities owned by Hamco or 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.556466-10-0 SCHEDULE 13G Page 10 of 12 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 HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST CALIFORNIA PARTNERS By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche __________________________ ____________________________ Steven N. Machtinger Jackie A. Berterretche General Counsel & Secretary Attorney-in-Fact HAMBRECHT & QUIST GROUP By: /s/ Steven N. Machtinger ___________________________ Steven N. Machtinger General Counsel & Secretary CUSIP No.556466-10-0 SCHEDULE 13G Page 11 of 12 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 12 CUSIP No.556466-10-0 SCHEDULE 13G Page 12 of 12 JOINT FILING UNDERTAKING The undersigned, being 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, as it may be amended, 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 HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST CALIFORNIA PARTNERS By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche __________________________ ____________________________ Steven N. Machtinger Jackie A. Berterretche General Counsel & Secretary Attorney-in-Fact HAMBRECHT & QUIST GROUP By: /s/ Steven N. Machtinger ___________________________ Steven N. Machtinger General Counsel & Secretary -----END PRIVACY-ENHANCED MESSAGE-----