-----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, N0ue5nODHtYy6gKtS72sBKSjBKunYvdM8G79Y1I3tQX66H6sfVtjX4WV470dWbtb ZbK910IEX/AcINF1sJkCbg== 0000906344-97-000007.txt : 19970222 0000906344-97-000007.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-48817 FILM NUMBER: 97527533 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: 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/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 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) Castelle (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 147905-10-3 (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. 147905-10-3 SCHEDULE 13G Page 2 of 21 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 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 21 1 Name Of Reporting Person H&Q VENTURES INTERNATIONAL C.V. IRS Identification No. Of Above Person 98-0059340 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Netherlands Antilles 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 4 of 21 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 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 21 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 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 21 1 Name Of Reporting Person HAMBRECHT & QUIST GUARANTY FINANCE, L.P. 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 -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.0% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 21 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP LIMITED PARTNERSHIP INTEREST LIQUIDATING TRUST 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 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* OO CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 21 1 Name Of Reporting Person GUARANTY FINANCE MANAGEMENT CORP. 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 -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.0% 12 Type Of Reporting Person* CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 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 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* PN CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 21 1 Name Of Reporting Person RVR SECURITIES CORP. IRS Identification No. Of Above Person 94-3181298 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 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 11 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 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 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 Citizenship Or Place Of Organization Delaware 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* HC, CO CUSIP No. 147905-10-3 SCHEDULE 13G Page 13 of 21 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 746,350 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 928,867 9 Aggregate Amount Beneficially Owned By Each Reporting Person 928,867 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 20.3% 12 Type Of Reporting Person* IN CUSIP No. 147905-10-3 SCHEDULE 13G Page 14 of 21 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 persons by the Issuer, there were 4,419,278 shares of Common Stock issued and outstanding as of December 31, 1996. As of December 31, 1996, 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 15 of 21 Common Stock Common Stock Upon Exercise Person Directly Owned Of Warrants H&Q London Ventures 338,482 16,666 H&Q Ventures International C.V. 60,839 -0- H&Q Ventures IV 60,839 -0- Hamquist 1,251 -0- Hambrecht & Quist Guaranty Finance, L.P. -0- -0- Hambrecht & Quist Group Limited Partnership Interest Liquidating Trust -0- 70,000 Hambrecht & Quist Venture Partners 833 -0- RVR Securities -0- 50,000 Hambrecht & Quist Group 85,540 16,666 William R. Hambrecht 45,234 -0- _______ _______ TOTAL 593,018 153,332 ======= ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with 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. In addition, Hambrecht & Quist Group may be deemed to be the beneficial owner of 182,517 shares of Common Stock held by Ivory and Sime Enterprise Capital PLC (formerly known as The Independent Investment Company PLC). Pursuant to an investment advisory agreement, Hambrecht & Quist Group does not have voting power over such shares, but may be considered to have investment power. Although such shares are included CUSIP No. 147905-10-3 SCHEDULE 13G Page 16 of 21 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 of Hambrecht & Quist Venture Partners and/or the directors and executive officers of Hambrecht & Quist California or Hambrecht & Quist Group or other 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. 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 17 of 21 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. H&Q LONDON VENTURES HAMBRECHT & QUIST GROUP LIMITED PARTNERSHIP INTEREST LIQUIDATING TRUST By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche By: /s/ William R. Hambrecht Attorney-in-Fact __________________________ William R. Hambrecht H&Q VENTURES INTERNATIONAL, Trustee C.V. GUARANTY FINANCE MANAGEMENT CORP. By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche By: /s/ Eileen Thomas Attorney-in-Fact __________________________ Eileen Thomas H&Q VENTURES IV Attorney-in-Fact HAMBRECHT & QUIST VENTURE By:/s/ Jackie A. Berterretche PARTNERS __________________________ Jackie A. Berterretche Attorney-in-Fact By:/s/ Jackie A. Berterretche ___________________________ HAMQUIST Jackie A. Berterretche Attorney-in-Fact By:/s/ Jackie A. Berterretche RVR SECURITIES CORP. __________________________ Jackie A. Berterretche Attorney-in-Fact By: /s/ Steven M. Machtinger __________________________ HAMBRECHT & QUIST GUARANTY Steven M. Machtinger FINANCE, L.P. Secretary By:/s/ Eileen Thomas __________________________ Eileen Thomas Attorney-in-Fact CUSIP No. 147905-10-3 SCHEDULE 13G Page 18 of 21 HAMBRECHT & QUIST CALIFORNIA By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST GROUP By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 147905-10-3 SCHEDULE 13G Page 19 of 21 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 20 CUSIP No. 147905-10-3 SCHEDULE 13G Page 20 of 21 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 12, 1997. H&Q LONDON VENTURES HAMBRECHT & QUIST GROUP LIMITED PARTNERSHIP INTEREST LIQUIDATING TRUST By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche By: /s/ William R. Hambrecht Attorney-in-Fact __________________________ William R. Hambrecht H&Q VENTURES INTERNATIONAL, Trustee C.V. GUARANTY FINANCE MANAGEMENT By:/s/ Jackie A. Berterretche CORP. __________________________ Jackie A. Berterretche Attorney-in-Fact By: /s/ Eileen Thomas __________________________ H&Q VENTURES IV Eileen Thomas Attorney-in-Fact By:/s/ Jackie A. Berterretche HAMBRECHT & QUIST VENTURE __________________________ PARTNERS Jackie A. Berterretche Attorney-in-Fact By:/s/ Jackie A. Berterretche HAMQUIST ___________________________ Jackie A. Berterretche Attorney-in-Fact By:/s/ Jackie A. Berterretche __________________________ RVR SECURITIES CORP. Jackie A. Berterretche Attorney-in-Fact By: /s/ Steven M. Machtinger HAMBRECHT & QUIST GUARANTY __________________________ FINANCE, L.P. Steven M. Machtinger Secretary By:/s/ Eileen Thomas __________________________ Eileen Thomas Attorney-in-Fact CUSIP No. 147905-10-3 SCHEDULE 13G Page 21 of 21 HAMBRECHT & QUIST CALIFORNIA By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact HAMBRECHT & QUIST GROUP By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact WILLIAM R. HAMBRECHT By:/s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----