-----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, VJcTydSNblYpQ8iNJbwcaxPrJUANJw3dDHd7ek9uOLwHWbProc5YAq9r7me4gJX0 pbcJMhWFX9rUncZa0GJUzQ== 0000906344-96-000040.txt : 19960808 0000906344-96-000040.hdr.sgml : 19960808 ACCESSION NUMBER: 0000906344-96-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960807 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRION CORP /MA/ CENTRAL INDEX KEY: 0000919646 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042892070 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44093 FILM NUMBER: 96604871 BUSINESS ADDRESS: STREET 1: ONE CORPORATION WAY CITY: PEABODY STATE: MA ZIP: 01960-7990 BUSINESS PHONE: 5085386715 MAIL ADDRESS: STREET 1: ONE CORPORATION WAY CITY: PEABODY STATE: MA ZIP: 01960-7990 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. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Micrion Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 59479P-10-2 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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. 59479P-10-2 SCHEDULE 13G Page 2 of 26 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH 7 Sole Dispositive Power -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. 59479P-10-2 SCHEDULE 13G Page 3 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 4 of 26 1 Name Of Reporting Person H&Q VENTURES III IRS Identification No. Of Above Person 94-2740985 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 5 of 26 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 6 of 26 1 Name Of Reporting Person ANGLO-CONTINENTAL VENTURE INVESTORS (BVI) LIMITED IRS Identification No. Of Above Person 98-0105345 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization British Virgin Islands 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 7 of 26 1 Name Of Reporting Person H&Q ALLIANCE FUND IRS Identification No. Of Above Person 94-2936823 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 8 of 26 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 9 of 26 1 Name Of Reporting Person H&Q INVESTORS IRS Identification No. Of Above Person 94-2917768 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 10 of 26 1 Name Of Reporting Person H&Q NOVA 1983 IRS Identification No. Of Above Person 94-2917769 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH 7 Sole Dispositive Power -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. 59479P-10-2 SCHEDULE 13G Page 11 of 26 1 Name Of Reporting Person H&Q MICRION INVESTORS, 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 12 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 13 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 14 of 26 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 6 Shared Voting Power BENEFICIALLY OWNED BY EAC H 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person PN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 15 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 16 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 17 of 26 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP 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 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person CO * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 18 of 26 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 SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 725,558* REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 725,558* 9 Aggregate Amount Beneficially Owned By Each Reporting Person 725,558* 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 18.0%* 12 Type Of Reporting Person IN * See Item 4 below CUSIP No. 59479P-10-2 SCHEDULE 13G Page 19 of 26 Item 1(a). Name of Issuer. Micrion Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. One Corporation Way, Peabody, MA 01960. Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Amendment, 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 Amendment, 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. 59479P-10-2 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 Amendment, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 4,028,814 shares of Common Stock issued and outstanding as of June 30, 1996. At June 30, 1996, the following shares of Common Stock were held directly by the following persons: CUSIP No. 59479P-10-2 SCHEDULE 13G Page 20 of 26 Common Stock Person Directly Owned H&Q London Ventures -0- H&Q Ventures International C.V. 109,631 H&Q Ventures III 63,195 H&Q Ventures IV 136,921 Anglo-Continental Venture Investors (BVI) Limited 18 H&Q Alliance Fund 2 Hamquist 16 H&Q Investors 12 H&Q Nova 1983 -0- H&Q Micrion Investors, L.P. 154,239 H&Q Guaranty Finance, L.P. 89,000 Hambrecht & Quist Group 86,255 William R. Hambrecht 19,602 _______ Subtotal 658,891 ======= In addition, RVR Securities Corp. has a warrant that is currently exercisable to purchase 66,667 shares of Common Stock. Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Venture Partners, Guaranty Finance Management Corporation, H&Q Management Corporation, 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 Amendment 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. CUSIP No. 59479P-10-2 SCHEDULE 13G Page 21 of 26 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 Group or other entities might be deemed the "beneficial owners" of some or all of the securities to which this Amendment 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 Amendment 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 Amendment relates, and such beneficial ownership is expressly disclaimed. This Amendment 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. 59479P-10-2 SCHEDULE 13G Page 22 of 26 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: July 31, 1996. H&Q LONDON VENTURES ANGLO-CONTINENTAL VENTURE INVESTORS (BVI) LIMITED By: /s/ Jackie A.Berterrectche __________________________ By: /s/ Jackie A. Berterrectche Jackie A. Berterretche ___________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact H&Q VENTURES INTERNATIONAL, C.V. H&Q ALLIANCE FUND By: /s/ Jackie A. Berterrectche By: /s/ Jackie A. Berterrectche ___________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES III HAMQUIST By: /s/ Jackie A. Berterrectche By: /s/ Jackie A. Berterrectche ___________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INVESTORS H&Q VENTURES IV By: /s/ Jackie A. Berterrectche By: /s/ Jackie A. Berterrectche ___________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact CUSIP No. 59479P-10-2 SCHEDULE 13G Page 23 of 26 H&Q NOVA 1983 H&Q MANAGEMENT CORPORATION By: /s/ Jackie A. Berterrectche By: /s/ Jackie A. Berterrectche ___________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q MICRION INVESTORS, L.P. RVR SECURITIES CORP. By: /s/ Jackie A. Berterrectche By: /s/ William Timken ___________________________ ___________________________ Jackie A. Berterretche William Timken Attorney-in-Fact President HAMBRECHT & QUIST GUARANTY FINANCE, L.P. HAMBRECHT & QUIST GROUP By: /s/ Steve Machtinger By: /s/ Jackie A. Berterrectche ___________________________ ___________________________ Steve Machtinger Jackie A. Berterretche Vice President of GP Attorney-in-Fact GUARANTY FINANCE MANAGEMENT WILLIAM R. HAMBRECHT CORP. By: /s/ Jackie A. Berterrectche By: /s/ Steve Machtinger ___________________________ ___________________________ Jackie A. Berterretche Steve Machtinger Attorney-in-Fact Vice President of GP HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterrectche ___________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 59479P-10-2 SCHEDULE 13G Page 24 of 26 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 25 CUSIP No. 59479P-10-2 SCHEDULE 13G Page 25 of 26 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment to 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 Amendment and any subsequent amendment jointly on behalf of each of such parties. DATED: July 31, 1996. H&Q LONDON VENTURES ANGLO-CONTINENTAL VENTURE INVESTORS (BVI) LIMITED By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact H&Q VENTURES INTERNATIONAL, C.V. H&Q ALLIANCE FUND By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMQUIST H&Q VENTURES III By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES IV H&Q INVESTORS By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact CUSIP No. 59479P-10-2 SCHEDULE 13G Page 26 of 26 H&Q NOVA 1983 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 H&Q MICRION INVESTORS, L.P. RVR SECURITIES CORP. By: /s/ Jackie A. Berterretche By: /s/ William Tinken __________________________ _________________________ Jackie A. Berterretche William Tinken Attorney-in-Fact President HAMBRECHT & QUIST GUARANTY HAMBRECHT & QUIST GROUP FINANCE, L.P. By: /s/ Jackie A. Berterretche By: /s/ Steve Machtinger __________________________ __________________________ Jackie A. Berterretche Steve Machtinger Attorney-in-Fact Vice President of GP GUARANTY FINANCE MANAGEMENT WILLIAM R. HAMBRECHT CORP. By: /s/ Jackie A. Berterretche By: /s/ Steve Machtinger __________________________ __________________________ Jackie A. Berterretche Steve Machtinger Attorney-in-Fact Vice President HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----