-----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, H7POTbOgUwAWwd+/6AewLrOe6v/IDEVHIDNFUDkipJekiEMuG3Uz/LCD7R7ssFHO XGreTiN5u3BYx6h/+kMTIg== 0000906344-97-000088.txt : 19970722 0000906344-97-000088.hdr.sgml : 19970722 ACCESSION NUMBER: 0000906344-97-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970721 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOCIRCUITS CORP CENTRAL INDEX KEY: 0000855844 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943088884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43289 FILM NUMBER: 97642838 BUSINESS ADDRESS: STREET 1: 1324 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087451961 MAIL ADDRESS: STREET 1: 1324 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 FORMER COMPANY: FORMER CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK DATE OF NAME CHANGE: 19930601 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* BIOCIRCUITS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 09058W-10-1 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 3, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). Exhibit Index on Page 20 Total Pages 21 CUSIP No. 09058W-10-1 SCHEDULE 13D Page 2 of 21 1 Name of Reporting Person H&Q BIOCIRCUITS 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 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 3 of 21 1 Name of Reporting Person H&Q BIOCIRCUITS INVESTMENT MANAGEMENT CO., LLC S.S. No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person 00 * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 4 of 21 1 Name of Reporting Person WILLIAM R. TIMKEN S.S. No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 5 of 21 1 Name of Reporting Person BRUCE CROCKER S.S. No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 6 of 21 1 Name of Reporting Person DANIEL H. CASE III S.S. No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 7 of 21 1 Name of Reporting Person HAMBRECHT & QUIST 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 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 8 of 21 1 Name of Reporting Person HAMBRECHT & QUIST CALIFORNIA S.S. No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 9 of 21 1 Name of Reporting Person HAMBRECHT & QUIST GROUP S.S. 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 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 10 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 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,032,192* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,032,192* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,032,192* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 16.5%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 11 of 21 Item 1. Security and Issuer This Amendment to Schedule 13D relates to the Common Stock, par value $.001 (the "Common Stock"), of Biocircuits Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1324 Chesapeake Terrace, Sunnyvale, California 94089. This Amendment is being filed to report the acquisition on July 3, 1997 by H&Q Biocircuits Investors, L.P. (the "Purchaser") of 1,050,000 units (the "Units") at a purchase price of $0.75 per Unit. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $0.75 per share (the "Warrants"). Item 2. Identity and Background (a), (b) & (c) The following information is given with respect to the persons filing this statement: H&Q Biocircuits Investors, L.P. is a Delaware limited partnership formed to invest in the Company. Its principal office is at One Bush Street, San Francisco, California 94104. Its Investment General Partner is H&Q Biocircuits Investment Management, LLC, and its Administrative General Partner is Hambrecht & Quist Management Corporation, each of which is described below. H&Q Biocircuits Investment Management Co., LLC, is a Delaware limited liability company formed in 1995 to serve as the Investment General Partner of H&Q Biocircuits Investors, L.P. (described above). Its three member-managers are William R. Timken, Daniel H. Case III and Bruce Crocker. Messrs. Timken and Case are described below. Mr. Crocker is a principal in the corporate finance department of H&Q Group (described below). Hambrecht & Quist Management Corporation is a California corporation that is a wholly-owned subsidiary of Hambrecht & Quist California (described below). Its principal office is at One Bush Street, San Francisco, California 94104. The directors and executive officers of Hambrecht & Quist Management Corporation are the following: CUSIP No. 09058W-10-1 SCHEDULE 13D Page 12 of 21 Principal Occupation Name Position Address (Business) William R. Director, One Bush St. Chairman of H&Q Hambrecht President San Francisco, Group CA 94104 Standish O'Grady Director, VP One Bush St. Managing San Francisco, Director of H&Q CA 94104 Group Patrick J. Allen Director, VP, One Bush St. V.P., CFO of H&Q CFO San Francisco, Group CA 94104 Steven N. Director, VP, One Bush St. V.P., Sec'y of Machtinger Secretary San Francisco, H&Q Group CA 94104 Jackie A. VP One Bush St. CFO of the H&Q Berterretche San Francisco, Venture CA 94104 Department Samuel D. VP One Bush St. VP of the H&Q Kingsland San Francisco, Venture CA 94104 Department Frederick C. VP One Bush St. Associate in the Wasch San Francisco, H&Q Venture CA 94104 Department Hambrecht & Quist California ("H&Q California") is a California corporation wholly owned by H&Q Group (described below), with its principal office at One Bush Street, San Francisco, California 94104. The directors and executive officers of H&Q California are the following: Principal Occupation Name Position Address Business Daniel H. Director, One Bush St. President, CEO Case III President CEO San Francisco, of H&Q Group CA 94104 William R. Director, One Bush St. Chairman of H&Q Hambrecht Chairman San Francisco, Group CA 94104 CUSIP No. 09058W-10-1 SCHEDULE 13D Page 13 of 21 Principal Occupation Name Position Address Business William R. Director, Vice One Bush St. Vice Chairman of Timken Chairman San Francisco, H&Q Group CA 94104 Howard B. Director c/o Hambrecht & President of Hillman Quist Auto-Trol One Bush St. Technology Corp. San Francisco, CA 94104 William E. Mayer Director c/o Hambrecht & Founder, Quist Development One Bush St. Capital LLC San Francisco, CA 94104 William J. Perry Director c/o Hambrecht & Professor, Quist Stanford One Bush St. University San Francisco, CA 94104 Edmund H. Director c/o Hambrecht & Vice President Shea, Jr. Quist of J.F. Shea One Bush St. Co., Inc. San Francisco, (construction CA 94104 and venture capital) Patrick J. Allen CFO One Bush St. CFO of H&Q Group San Francisco, CA 94104 Steven N. General Counsel, One Bush St. General Counsel, Machtinger Secretary San Francisco, Secretary of H&Q CA 94104 Group Hambrecht & Quist Group ("H&Q Group") is a publicly- held Delaware corporation with its principal office at One Bush Street, San Francisco, California 94104. In addition to being engaged, through its indirect subsidiary, Hambrecht & Quist LLC, in the investment banking and broker-dealer businesses, H&Q Group, directly and through associated enti- ties, is engaged in the venture capital and money management businesses. The directors and executive officers of H&Q Group are the following: CUSIP No. 09058W-10-1 SCHEDULE 13D Page 14 of 21 Principal Occupation Name Position Address (Business) Daniel H. Case Director, One Bush St. Same as Position III President, CEO San Francisco, CA 94104 William R. Director, One Bush St. Same as Position Hambrecht Chairman San Francisco, CA 94104 William R. Director, Vice One Bush St. Same as Position Timken Chairman San Francisco, CA 94104 Howard B. Director c/o Hambrecht & President of Hillman Quist Auto-Trol One Bush Street Technology Corp. San Francisco, CA 94104 William E. Mayer Director c/o Hambrecht & Founder, Quist Development One Bush Street Capital LLC San Francisco, CA 94104 William J. Perry Director c/o Hambrecht & Professor, Quist Stanford One Bush Street University San Francisco, CA 94104 Edmund H. Shea, Director c/o Hambrecht & Vice President Jr. Quist of J.F. Shea One Bush Street Co., Inc. (con- San Francisco, struction and CA 94104 venture capital) Patrick J. Allen CFO One Bush Street Same as Position San Francisco, CA 94104 Steven N. General Counsel, One Bush St. Same as Position Machtinger Secretary San Francisco, CA 94104 (d) & (e) To the best knowledge of the reporting persons, during the last five years none of the reporting persons or their officers, directors or controlling persons CUSIP No. 09058W-10-1 SCHEDULE 13D Page 15 of 21 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All individuals referred to above are United States citizens unless otherwise indicated. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the Units was $787,500; these funds were obtained from the Purchaser's available cash. Item 4. Purpose of Transaction. The Purchaser purchased the Units pursuant to a Common Stock and Warrant Purchase Agreement dated as of July 2, 1997 (the "Purchase Agreement"), by and among the Company, the Purchaser and other purchasers specified therein (collectively, the "Purchasers"). The Purchaser purchased the Units from the Company as an investment. Depending on market conditions and other factors, the Purchaser may, at any time or from time to time, sell all or some of its securities of the Company, or may purchase additional securities of the Company in the open market or in private transactions. Pursuant to Section 9 of the Purchase Agreement, the Company has filed a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the sale by the Purchasers, from time to time, of the Common Stock purchased in the Unit financing and of the Common Stock issuable upon exercise of the Warrants that the Purchasers acquired in the Unit financing. Except as set forth above, the reporting persons have no plans or proposals which relate to or would result in the following types of transactions or events: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; CUSIP No. 09058W-10-1 SCHEDULE 13D Page 16 of 21 (b) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (c) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the board; (d) any material change in the present capitalization or dividend policy of the Company; (e) any other material change in the Company's business or corporate structure; (f) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (g) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (i) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) The Company has informed the reporting persons that on July 14, 1997, 17,134,888 shares of Common Stock were outstanding. As of the date hereof, the Purchaser beneficially owns 3,032,192 shares of Common Stock, which represents beneficial ownership of approximately 16.5% of the issued and outstanding shares of Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934). (b) Because the Purchaser's voting and investment decisions concerning the above securities may be made by or in conjunction with the other reporting persons, 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 13D shall not be construed as an admission by any reporting person that it is a beneficial CUSIP No. 09058W-10-1 SCHEDULE 13D Page 17 of 21 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 possible that the directors and executive officers of H&Q Group, H&Q California or H&Q Management Corporation might be deemed the "beneficial owners" of some or all of the securi- ties to which this statement relates in that they might be deemed to share the power to direct the voting and disposition of such securities. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any such individual is the beneficial owner of any of the securities to which the statement relates, either for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) During the past 60 days, the only transaction effected by the reporting persons in the Issuer's securities was the Purchaser's acquisition of 1,050,000 Units, as described in more detail above. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Purchaser acquired the Units pursuant to the Purchase Agreement which is described in Item 4 above. The Purchase Agreement is Exhibit 5 to this Schedule 13D and is incorporated by reference. Item 7. Material to Be Filed as Exhibits. 1. Joint Filing Undertaking. 2. Series A Convertible Preferred Stock and Warrant Purchase Agreement, dated May 9, 1995, by and between the Company and certain purchasers. 3. Voting Agreement, dated May 9, 1995, by and between the Company and certain purchasers. 4. Common Stock and Warrant Purchase Agreement dated April 15, 1997, by and between the Company and certain Purchasers. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 18 of 21 5. Common Stock and Warrant Purchases Agreement dated as of July 2, 1997 by and between the Company and the Purchasers. CUSIP No. 09058W-10-1 SCHEDULE 13D Page 19 of 21 Signatures 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 15, 1997 H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche ___________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche ___________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact H&Q BIOCIRCUITS INVESTMENT MANAGEMENT CO., LLC 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 WILLIAM R. TIMKEN HAMBRECHT & QUIST GROUP By: /s/ William R. Timken By: /s/ Jackie A. Berterretche ___________________________ ___________________________ Jackie A. Berterretche Attorney-in-Fact BRUCE CROCKER WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche By: /s/ Jackie A. Berterretche Attorney-in-Fact ___________________________ Jackie A. Berterretche Attorney-in-Fact DANIEL H. CASE III By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 09058W-10-1 SCHEDULE 13D Page 20 of 21 EXHIBIT INDEX Exhibit 1 Joint Filing Undertaking Exhibit 2 Series A Convertible Preferred Stock and Warrant Purchase Agreement dated May 9, 1995 by and between the Company and certain purchasers (incorporated by reference to Exhibit 2 of Schedule 13D filed by Venrock Associates with the Commission on July 14, 1995) Exhibit 3 Voting Agreement dated May 9, 1995 by and between the Company and certain purchasers (incorporated by reference to Exhibit 3 of Schedule 13D filed by Venrock Associates with the Commission on July 14, 1995) Exhibit 4 Common Stock and Warrant Purchase Agreement dated April 15, 1997 by and between the Company and the Purchasers (incorporated by reference to the exhibits filed with the Issuer's Registration Statement on Form S-3 (333-26079) filed with the Commission on April 29, 1997). Exhibit 5 Common Stock and Warrant Purchase Agreement dated as of July 2, 1997 by and between the Company and the Purchasers (incorporated by reference to the exhibits filed with the Issuer's Registration Statement on Form S-3 (333-26079) filed with the Commission on July 18, 1997). CUSIP No. 09058W-10-1 SCHEDULE 13D Page 21 of 21 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D 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 13D and any subsequent amendment jointly on behalf of each of such parties. DATED: July 15, 1997 H&Q BIOCIRCUITS INVESTORS, L.P. HAMBRECHT & QUIST MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche ___________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche ___________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact H&Q BIOCIRCUITS INVESTMENT MANAGEMENT CO., LLC 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 WILLIAM R. TIMKEN HAMBRECHT & QUIST GROUP By: /s/ William R. Timken By: /s/ Jackie A. Berterretche ___________________________ ___________________________ Jackie A. Berterretche BRUCE CROCKER Attorney-in-Fact WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche By: /s/ Jackie A. Berterretche Attorney-in-Fact ___________________________ Jackie A. Berterretche DANIEL H. CASE III Attorney-in-Fact By: /s/ Jackie A. Berterretche ___________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----