-----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, F1oq30oVJSm4meBOd+lCUxqLQ2UhtL+p3ekDvwHa89foI4FdEuCm05QDx64D8dNe c3W5jKW3wQMLFjzLfYduJg== 0000906344-97-000010.txt : 19970222 0000906344-97-000010.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY INTERACTIVE CORPORATION CENTRAL INDEX KEY: 0000867058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770224776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43529 FILM NUMBER: 97527548 BUSINESS ADDRESS: STREET 1: 470 POTRERO AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085239900 MAIL ADDRESS: STREET 1: 470 POTRERO AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 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. 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) Mercury Interactive Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 589405-10-9 (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. 589405-10-9 SCHEDULE 13G Page 2 of 14 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* PN CUSIP No. 589405-10-9 SCHEDULE 13G Page 3 of 14 1 Name Of Reporting Person HAMCO CAPITAL CORPORATION IRS Identification No. Of Above Person 94-2731560 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* CO CUSIP No. 589405-10-9 SCHEDULE 13G Page 4 of 14 1 Name Of Reporting Person SARAH & WILLIAM HAMBRECHT FOUNDATION 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* OO CUSIP No. 589405-10-9 SCHEDULE 13G Page 5 of 14 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* PN CUSIP No. 589405-10-9 SCHEDULE 13G Page 6 of 14 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* CO CUSIP No. 589405-10-9 SCHEDULE 13G Page 7 of 14 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* HC, CO CUSIP No. 589405-10-9 SCHEDULE 13G Page 8 of 14 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 67,049 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 692,049 9 Aggregate Amount Beneficially Owned By Each Reporting Person 692,049 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 4.3% 12 Type Of Reporting Person* IN CUSIP No. 589405-10-9 SCHEDULE 13G Page 9 of 14 Item 1(a). Name of Issuer. Mercury Interactive Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 470 Potrero Avenue, Sunnyvale, CA 94086 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. 589405-10-9 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 16,047,942 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. 589405-10-9 SCHEDULE 13G Page 10 of 14 Common Stock Person Directly Owned H&Q London Ventures -0- Hamco Capital Corporation 50,000 Sarah and William Hambrecht Foundation 17,049 ______ TOTAL 67,049 ====== 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 determined to be the beneficial owner of 625,000 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 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 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 CUSIP No. 589405-10-9 SCHEDULE 13G Page 11 of 14 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. If this statement is being filed to report the fact that as of the date hereof, the reporting persons have ceased to be the beneficial owners of more than 5% of the Common Stock, check the following: [x] 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. 589405-10-9 SCHEDULE 13G Page 12 of 14 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 CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMCO CAPITAL CORPORATION HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact SARAH & WILLIAM HAMBRECHT WILLIAM R. HAMBRECHT FOUNDATION By: /s/ William R. Hambrecht By: /s/ Jackie A. Berterretche __________________________ __________________________ William R. Hambrecht Jackie A. Berterretche Trustee Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 589405-10-9 SCHEDULE 13G Page 13 of 14 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 14 CUSIP No. 589405-10-9 SCHEDULE 13G Page 14 of 14 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 Schedule, as it may be amended, jointly on behalf of each of such parties. DATED: February 12, 1997. H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMCO CAPITAL CORPORATION HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact SARAH & WILLIAM HAMBRECHT WILLIAM R. HAMBRECHT FOUNDATION By: /s/ William R. Hambrecht By: /s/ Jackie A. Berterretche __________________________ __________________________ William R. Hambrecht Jackie A. Berterretche Trustee Attorney-in-Fact HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----