-----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, AjHWHFhAzQIr5pamxPDwyO/EoJkwTcN/rCDdJp4u0p9k2WYp0L6GuMbT4fxd2EUJ vY4LbQ5lm6woTBIv8mz2iw== 0000906344-97-000012.txt : 19970222 0000906344-97-000012.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS SYSTEMS CORP CENTRAL INDEX KEY: 0000897893 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 953732595 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48579 FILM NUMBER: 97527559 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105360908 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _) Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 705536-10 (CUSIP Number) *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). CUSIP No. 705536-10 SCHEDULE 13G Page 2 of 16 1 Name Of Reporting Person ADOBE VENTURES, L.P. IRS Identification No. Of Above Person 94-3205883 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* PN CUSIP No. 705536-10 SCHEDULE 13G Page 3 of 16 1 Name Of Reporting Person H&Q PEERLESS INVESTORS, L.P. IRS Identification No. Of Above Person 94-3170832 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* PN CUSIP No. 705536-10 SCHEDULE 13G Page 4 of 16 1 Name Of Reporting Person H&Q ADOBE VENTURES MANAGEMENT, L.P. IRS Identification No. Of Above Person 94-3205561 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* CUSIP No. 705536-10 SCHEDULE 13G Page 5 of 16 1 Name Of Reporting Person H&Q ADOBE VENTURES MANAGEMENT CORP. IRS Identification No. Of Above Person 94-3204301 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* PN CUSIP No. 705536-10 SCHEDULE 13G Page 6 of 16 1 Name Of Reporting Person H&Q MANAGEMENT CORPORATION 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 California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* PN CUSIP No. 705536-10 SCHEDULE 13G Page 7 of 16 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* PN CUSIP No. 705536-10 SCHEDULE 13G Page 8 of 16 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* CO CUSIP No. 705536-10 SCHEDULE 13G Page 9 of 16 1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA 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 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* CO CUSIP No. 705536-10 SCHEDULE 13G Page 10 of 16 1 Name Of Reporting Person WILLIAM R. HAMBRECHT 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 United States 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 772,017 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 772,017 9 Aggregate Amount Beneficially Owned By Each Reporting Person 772,017 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 7.4% 12 Type Of Reporting Person* IN CUSIP No. 705536-10 SCHEDULE 13G Page 11 of 16 Item 1(a). Name of Issuer. Peerless Systems Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 2381 Rosecrans Avenue, El Segundo, CA 90245. 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. Item 2(e). CUSIP Number. 705536-10. 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 persons by the Issuer, there were 10,455,988 shares of Common Stock issued and outstanding as of December 31, 1996. At December 31, 1996, the following shares of Common Stock were held directly by the following persons: CUSIP No. 705536-10 SCHEDULE 13G Page 12 of 16 Common Stock Directly Person Owned Adobe Ventures, L.P. 595,325 H&Q Peerless Investors, L.P. 176,692 _______ TOTAL 772,017 ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with H&Q Adobe Ventures Management, L.P., H&Q Adobe Ventures Management Corp., H&Q Management Corporation, Hambrecht & Quist Venture Partners, Hambrecht & Quist California, Hambrecht & Quist Group and William R. Hambrecht, 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. 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. 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. CUSIP No. 705536-10 SCHEDULE 13G Page 13 of 16 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. 705536-10 SCHEDULE 13G Page 14 of 16 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 12, 1997. ADOBE VENTURES, L.P. H&Q MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche ___________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST VENTURE H&Q PEERLESS INVESTORS, L.P. PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q ADOBE VENTURES HAMBRECHT & QUIST CALIFORNIA MANAGEMENT, L.P. By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST GROUP H&Q ADOBE VENTURES MANAGEMENT CORP. By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche By: /s/ Jackie A. Berterretche Attorney-in-Fact __________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By: _______________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 705536-10 SCHEDULE 13G Page 15 of 16 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 16 CUSIP No. 705536-10 SCHEDULE 13G Page 16 of 16 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 13G and any subsequent amendment jointly on behalf of each of such parties. DATED: February 12, 1997. ADOBE VENTURES, L.P. H&Q MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche ___________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST VENTURE H&Q PEERLESS INVESTORS, L.P. PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q ADOBE VENTURES HAMBRECHT & QUIST CALIFORNIA MANAGEMENT, L.P. By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST GROUP H&Q ADOBE VENTURES MANAGEMENT CORP. By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche By: /s/ Jackie A. Berterretche Attorney-in-Fact __________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By: _______________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----