-----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, CnslogjeNpb8dIsImQZ/RdJxJR4HAMcxvdRQBfXuEUfA2gvPYHULfgHNIgkS27+e 8BmVSONZ00xWTfZ4+toz2g== 0000912057-97-021522.txt : 19970624 0000912057-97-021522.hdr.sgml : 19970624 ACCESSION NUMBER: 0000912057-97-021522 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970623 SROS: NASD GROUP MEMBERS: HAMBRECHT & QUIST CALIFORNIA GROUP MEMBERS: HAMBRECHT & QUIST GROUP GROUP MEMBERS: HAMBRECHT & QUIST L.L.C. GROUP MEMBERS: THE HAMBRECHT 1980 REVOCABLE TRUST GROUP MEMBERS: WILLIAM R. HAMBRECHT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE SOUNDWORKS INC CENTRAL INDEX KEY: 0000919234 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 042998824 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45217 FILM NUMBER: 97627861 BUSINESS ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 BUSINESS PHONE: 6173325936 MAIL ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13D 1 SCHEDULE 13D SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* Cambridge Soundworks, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 132514100 - -------------------------------------------------------------------------------- (CUSIP Number) Steven N. Machtinger Hambrecht & Quist LLC One Bush Street, San Francisco, CA 94104 (415) 439-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 11, 1996 - -------------------------------------------------------------------------------- (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 on 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). Page 2 of 12 Pages CUSIP No. 132514100 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hambrecht & Quist Group 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 125,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON CO Page 3 of 12 Pages CUSIP No. 132514100 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hambrecht & Quist California 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 125,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON CO Page 4 of 12 Pages CUSIP No. 132514100 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hambrecht & Quist L.L.C. 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 125,000 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 125,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON OO Page 5 of 12 Pages CUSIP No. 132514100 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Hambrecht 1980 Revocable Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 172,000 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 172,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 172,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON OO Page 6 of 12 Pages CUSIP No. 132514100 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William R. Hambrecht 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 297,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 297,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14 TYPE OF REPORTING PERSON IN Page 7 of 12 Pages CUSIP No. 132514100 ITEM 1. SECURITY AND ISSUER. The reporting persons are the holders of shares of the Common Stock (the "Stock") of Cambridge Soundworks, Inc., a Massachusetts corporation (the "Company" or "Cambridge"), 311 Needham Street, Newton, MA 02164. ITEM 2. IDENTITY AND BACKGROUND. (a), (b) & (c) The following information is given with respect to the persons filing this statement: HAMBRECHT & QUIST GROUP ("H&Q Group") is a publicly-held Delaware corporation formed in 1996 with its principal office at One Bush Street, San Francisco, California 94104. In addition to being engaged, through its subsidiary, Hambrecht & Quist LLC (described below), in the investment banking and broker-dealer businesses, H&Q Group through associated entities, is engaged in the venture capital and money management businesses. The directors and executive officers of H&Q Group are the following:
Principal Occupation Name Position Address (Business) - ------ -------- ------- ---------- Daniel H. Case III Director, President, One Bush Street Same as CEO San Francisco, CA Position 94104 William R. Director, Chairman One Bush Street Same as Hambrecht San Francisco, CA Position 94104 William R. Director, Vice One Bush Street Same as Timken Chairman San Francisco, CA Position 94104 Howard B. Director c/o Hambrecht & Quist President of Hillman One Bust Street Auto-Trol San Francisco, CA Technology 94104 Corp. William E. Director c/o Hambrecht & Quist Founder, Mayer One Bust Street Development San Francisco, CA Capital LLC 94104 William J. Perry Director c/o Hambrecht & Quist Professor, One Bush Street Stanford San Francisco, CA University 94104 Page 8 of 12 Pages CUSIP No. 132514100 Edmund H. Director c/o Hambrecht & Quist Vice President Shea, Jr. One Bush Street of J.F. Shea San Francisco, CA Co., Inc. 94104 (construction and venture capital) Patrick J. Allen CFO One Bush Street Same as San Francisco, CA Position 94104 Steven N. Secretary One Bush Street Same as Machtinger San Francisco, CA Position 94104
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), wholly owned by H&Q Group, is a California corporation formed in 1982 with its principal office at One Bush Street, San Francisco, California 94104. In addition to being engaged, through its subsidiary, Hambrecht & Quist LLC (described below), in the investment banking and broker-dealer businesses, H&Q Group directly and through associated entities, is engaged in the venture capital and money management businesses. The directors and executive officers of H&Q California are identical to those of H&Q Group as listed above. HAMBRECHT & QUIST LLC ("H&Q LLC"), a subsidiary of H&Q California, is a Delaware limited liability company formed in 1982 for the purpose of engaging in the investment banking and securities brokerage businesses, with its principal office at One Bush Street, San Francisco, CA 94104. H&Q California and Hambrecht & Quist B/D Subsidiary Corp., a wholly owned subsidiary of H&Q California, are the members of H&Q LLC. The directors and executive officers of H&Q LLC are the following:
Principal Occupation Name Position Address (Business) - ------ -------- ------- ---------- Daniel H. Case III Director, President One Bush Street Same as and CEO San Francisco, CA Position 94104 William R. Director, Chairman One Bush Street Same as Hambrecht San Francisco, CA Position 94104 William R. Director, Vice One Bush Street Same as Timken Chairman San Francisco, CA Position 94104 Patrick J. Allen CFO One Bush Street Same as San Francisco, CA Position 94104 Steven N. Secretary One Bush Street Same as Machtinger San Francisco, CA Position 94104 Page 9 of 12 Pages CUSIP No. 132514100 Paul L. Executive Vice One Bush Street Same as Hallingby President San Francisco, CA Position 94104 Cristina M. Co-Director of One Bush Street Same as Morgan Investment Banking San Francisco, CA Position 94104 David M. Co-Director of One Bush Street Same as McAuliffe Investment Banking San Francisco, CA Position and Chief 94104 Administrative Officer Bruce M. Director of One Bush Street Same as Lupatkin Research San Francisco, CA Position 94104
THE HAMBRECHT 1980 REVOCABLE TRUST is a California trust with business address of One Bush Street, San Francisco, CA 94104. William R. Hambrecht is the trustee of the Hambrecht 1980 Revocable Trust. WILLIAM R. HAMBRECHT is a United States citizen whose business address is One Bush Street, San Francisco, California 94104. His principal occupation is Chairman of H&Q LLC, H&Q California and H&Q Group. (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 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All shares of Stock of the Company were purchased with the funds of the owners of the shares of Stock listed in Item 5. ITEM 4. PURPOSE OF THE TRANSACTION. The owners listed in Item 5 purchased the Stock of the Company for general investment purposes. The owners listed in Item 5 may acquire additional shares of the Stock of the Company, based upon their respective investment decisions. It is not contemplated that any of the acquisitions reported hereunder or any future acquisitions will result in any change in the present management of the Company. The owners listed in Item 5 have no present plans or proposals which relate to or would result in: Page 10 of 12 Pages CUSIP No. 132514100 (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (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. Based on the Company's Quarterly Report on Form 10-Q for the quarter ended March 27, 1997, there were 3,803,027 shares of Common Stock outstanding as of May 12, 1997. The following summarizes the shares of the Company beneficially owned by the reporting persons: Number of Shares Percentage Investor Common Stock of Class - -------- ------------ -------- H&Q Group 125,000 3.3% H&Q California 125,000 3.3% H&Q LLC 125,000 3.3% The Hambrecht 1980 172,000 4.5% Revocable Trust William R. Hambrecht 297,000 7.8% The 125,000 shares beneficially owned by H&Q Group and H&Q California are a result of their interests in H&Q LLC. H&Q Group is the sole parent to H&Q California which in turn is a member of H&Q LLC. H&Q LLC holds 125,000 shares of Common Stock of Cambridge. On November 11, 1996 H&Q LLC acquired 50,000 restricted shares of Cambridge purchased at $4.25 per share, and on March 4, 1997, H&Q LLC acquired 75,000 at $5.25, pursuant to an open market purchase. Page 11 of 12 Pages CUSIP No. 132514100 The Hambrecht 1980 Revocable Trust ("Trust") holds 172,000 shares of Common Stock of Cambridge. The Trust acquired the following shares pursuant to open market purchases: 47,000 shares at $6.50 on June 9, 1995, and 75,000 shares at $5.25 on March 4, 1997. On November 11, 1996 the Trust acquired 50,000 restricted shares of Cambridge purchased at $4.25 per share. William R. Hambrecht is a trustee of the Trust and may also be deemed to beneficially own the shares held by H&Q LLC by virtue of his positions with H&Q LLC, H&Q Group and H&Q California. Because voting and investment decisions concerning the above securities may be made by or in conjunction with H&Q Group, H&Q California, H&Q LLC, 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 report 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 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 report 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 report 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 report relates, and such beneficial ownership is expressly disclaimed. This report does not include shares of Common Stock, if any, held by H&Q LLC in its trading account for the purposes of making a market in Cambridge's Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. To the best knowledge and belief of the reporting persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any person with respect to any securities of the Company. Page 12 of 12 Pages CUSIP No. 132514100 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Joint Filing Undertaking as required by Rule 13d-1(f). SIGNATURES After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: June 19, 1997 HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche --------------------------------- Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche --------------------------------- Attorney-in-Fact HAMBRECHT & QUIST L.L.C. By: /s/ Steven N. Machtinger --------------------------- Secretary THE HAMBRECHT 1980 REVOCABLE TRUST By: /s/ William R. Hambrecht ---------------------------- Trustee WILLIAM R. HAMBRECHT By: /s/ William R. Hambrecht ---------------------------- William R. Hambrecht EXHIBIT INDEX Exhibit A Joint Filing Undertaking EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to the 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 jointly on behalf of each of such parties. DATED: June 19, 1997 HAMBRECHT & QUIST GROUP By: /s/ Jackie A. Berterretche -------------------------------- Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche -------------------------------- Attorney-in-Fact HAMBRECHT & QUIST L.L.C. By: /s/ Steven N. Machtinger -------------------------- Secretary THE HAMBRECHT 1980 REVOCABLE TRUST By: /s/ William R. Hambrecht ---------------------------- Trustee WILLIAM R. HAMBRECHT By: /s/ William R. Hambrecht ---------------------------- William R. Hambrecht -----END PRIVACY-ENHANCED MESSAGE-----