|
STAAR
Surgical Company
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
852312305
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|
(CUSIP
Number)
|
|
Neal
C. Bradsher
c/o
Broadwood Capital, Inc.
724
Fifth Avenue, 9th Floor
New
York, New York 10019
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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|
December
12, 2008
|
|
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box
[ ].
|
|
CUSIP
No.
|
852312305
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
Broadwood
Partners, L.P.
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
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[X]
|
|||||
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3.
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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
|
|||||
|
4,869,276
|
||||||
|
9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
0
|
||||||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|||||
|
4,869,276
|
||||||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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|||||
|
PERSON
|
||||||
|
4,869,276
|
||||||
|
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
|
||||||
|
CUSIP
No.
|
852312305
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
Broadwood
Capital, Inc.
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
|
SEC
USE ONLY
|
|||||
|
4.
|
SOURCE
OF FUNDS
|
|||||
|
AF
|
||||||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
||||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
|
New
York
|
||||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
0
|
||||||
|
8.
|
SHARED
VOTING POWER
|
|||||
|
4,869,276
|
||||||
|
9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
0
|
||||||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|||||
|
4,869,276
|
||||||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|||||
|
PERSON
|
||||||
|
4,869,276
|
||||||
|
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,
IA
|
||||||
|
CUSIP
No.
|
852312305
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
Neal
C. Bradsher
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
|
SEC
USE ONLY
|
|||||
|
4.
|
SOURCE
OF FUNDS
|
|||||
|
WC,
AF, OO
|
||||||
|
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 of America
|
||||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
25,900
|
||||||
|
8.
|
SHARED
VOTING POWER
|
|||||
|
4,869,276
|
||||||
|
9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
25,900
|
||||||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|||||
|
4,869,276
|
||||||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|||||
|
PERSON
|
||||||
|
4,895,176
|
||||||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|||||
|
CERTAIN
SHARES
|
[_]
|
|||||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
|
16.6%
|
||||||
|
14.
|
TYPE
OF REPORTING PERSON
|
|||||
|
IN
|
||||||
|
CUSIP
No.
|
852312305
|
||
|
Item
1.
|
Security
and Issuer.
|
||
|
STAAR
Surgical Company, Common Stock, par value $0.01 per share (the
“Shares”)
STAAR
Surgical Company
1911
Walker Avenue
Monrovia,
California 91016
|
|||
|
Item
2.
|
Identity
and Background.
|
|||
|
(a)
|
This
Schedule 13D is being filed by (i) Broadwood Partners, L.P. (“Broadwood
Partners”), (ii) Broadwood Capital, Inc. (“Broadwood Capital”), the
general partner and investment manager of Broadwood Partners, and (iii)
Neal C. Bradsher, the President of Broadwood Capital (each of Broadwood
Partners, Broadwood Capital and Neal C. Bradsher may be referred to herein
as a “Reporting Person” and collectively may be referred to as “Reporting
Persons”).
|
|||
|
(b)
|
Broadwood
Partners is a Delaware limited partnership with its principal business
address at c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New
York, New York 10019.
Broadwood
Capital is a New York corporation with its principal business address at
724 Fifth Avenue, 9th Floor, New York, New York 10019.
Neal
C. Bradsher is a United States citizen whose principal business address is
c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New York, New
York 10019.
|
|||
|
(c)
|
The
Shares reported herein are held in the name of Broadwood Partners and Neal
C. Bradsher.
|
|||
|
(d)
|
None
of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
|
|||
|
(e)
|
None
of the Reporting Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during the last
five years, and no Reporting Person 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.
|
|||
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
||
|
As
of the date hereof Broadwood Partners may be deemed to beneficially own
4,869,276 Shares.
As
of the date hereof Broadwood Capital may be deemed to beneficially own
4,869,276 Shares.
As
of the date hereof Neal C. Bradsher may be deemed to beneficially own
4,895,176 Shares.
No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
|
|||
|
Item
4.
|
Purpose
of Transaction.
|
|
|
The
Reporting Persons acquired their Shares of the Issuer for investment
purposes.
|
||
|
The
Reporting Persons have no plans or proposals which, other than as
expressly set forth below, would relate to or would result in: (a) the
acquisition of additional securities of the Issuer or the disposition of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any material
change in the operating policies or corporate structure of the Issuer; (g)
any change in the Issuer's charter or by-laws; (h) the Shares of the
Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. The Reporting Persons, however, reserve
the right, at a later date, to effect one or more of such changes or
transactions in the number of shares they may be deemed to beneficially
own.
|
||
|
The
Reporting Persons have been and may continue to be in contact with members
of the Issuer’s management, the Issuer’s Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer
could employ to improve shareholder value.
|
||
| The Reporting Persons continue to closely monitor the substantial and ongoing improvement in the Issuer's business results that has followed its implementation of the governance reforms that the Reporting Persons requested in their letter of April 8, 2005. In the opinion of the Reporting Persons, the Issuer's international business is performing well. The Issuer’s U.S. business has not grown sufficiently, but recent changes in strategy and management appear to have begun to improve its results. The Reporting Persons support the Issuer’s current management team, its current sales and marketing strategy and its ongoing efforts to adopt an appropriate cost structure for its operations. The Reporting Persons intend to continue to closely monitor results in these areas, and may seek additional changes in strategy and management if recent progress does not continue over time. Because the Issuer's revenue growth and margin improvement have not yet been reflected in its stock price, the Reporting Persons also continue to oppose any proposed acquisition of the Issuer at a price that does not represent a very large premium to its current market value. |
|
|
|||
|
Item
5.
|
Interest
in Securities of the Issuer.
|
||
|
(a,
b)
|
As
of the date hereof, Broadwood Partners may be deemed to be the beneficial
owner of 4,869,276 Shares, constituting 16.5% of the Shares of the Issuer,
based upon the 29,496,494 Shares deemed outstanding as of November 4,
2008.
|
||
|
Broadwood
Partners has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 4,869,276 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 4,869,276
Shares.
|
|||
|
(a,
b)
|
As
of the date hereof, Broadwood Capital may be deemed to be the beneficial
owner of 4,869,276 Shares, constituting 16.5% of the Shares of the Issuer,
based upon the 29,496,494 Shares deemed outstanding as of November 4,
2008.
Broadwood
Capital has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 4,869,276 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 4,869,276
Shares.
Broadwood
Capital specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest
therein.
|
||
|
(a,
b)
|
As
of the date hereof, Neal C. Bradsher may be deemed to be the beneficial
owner of 4,895,176 Shares, constituting 16.6% of the Shares of the Issuer,
based upon the 29,496,494 Shares deemed outstanding as of November 4,
2008.
Neal
C. Bradsher has the sole power to vote or direct the vote of 25,900
Shares; has the shared power to vote or direct the vote of 4,869,276
Shares; has sole power to dispose or direct the disposition of 25,900
Shares; and has shared power to dispose or direct the disposition of
4,869,276 Shares.
Neal
C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
|
||
|
(c)
|
The
trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares by the Reporting Persons since the
Reporting Persons’ most recently filed Schedule 13D are set forth in
Exhibit B. All such transactions were effected in transactions
with brokers.
|
||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
||
| NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 9, FILED ON DECEMBER 14, 2007. | ||
|
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
Exhibit
A: Joint Filing Agreement.
Exhibit
B: Schedule of Transactions in the Shares of the Issuer.
Exhibit
C: Senior Promissory Note (filed with the Commission on Form 8-K by the
Issuer on December 19, 2007 (incorporated by reference)).
Exhibit
D: Warrant Agreement (filed with the Commission on Form 8-K by the Issuer
on December 19, 2007 (incorporated by reference)).
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.*
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER *
|
||
|
December
12, 2008
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER
|
||
|
Date
of
Transaction
|
Number
of Shares
Purchased/(Sold)
|
Price Per Share
|
|
12/8/08
|
177,300
|
1.75
|
|
12/8/08
|
5,398
|
1.74
|
|
12/8/08
|
8,909
|
1.70
|
|
12/8/08
|
200
|
1.64
|
|
12/8/08
|
300
|
1.63
|
|
12/8/08
|
4,300
|
1.62
|
|
12/8/08
|
9,600
|
1.61
|
|
12/8/08
|
17,210
|
1.60
|
|
12/8/08
|
5,600
|
1.59
|
|
12/8/08
|
2
|
1.58
|
|
12/8/08
|
10,020
|
1.57
|
|
12/8/08
|
900
|
1.54
|
|
12/8/08
|
3,400
|
1.53
|
|
12/8/08
|
1,900
|
1.51
|
|
12/8/08
|
2,600
|
1.50
|
|
12/8/08
|
14,500
|
1.49
|
|
12/8/08
|
2,491
|
1.49
|
|
12/8/08
|
1,200
|
1.48
|
|
12/8/08
|
400
|
1.47
|
|
12/8/08
|
900
|
1.42
|
|
12/8/08
|
200
|
1.41
|
|
12/9/08
|
1,753
|
1.87
|
|
12/9/08
|
2,192
|
1.86
|
|
12/9/08
|
2,665
|
1.85
|
|
12/9/08
|
3,700
|
1.83
|
|
12/9/08
|
200
|
1.82
|
|
12/9/08
|
1,721
|
1.81
|
|
12/9/08
|
4,422
|
1.80
|
|
12/9/08
|
100
|
1.79
|
|
12/9/08
|
50
|
1.78
|
|
12/9/08
|
1,000
|
1.75
|
|
12/9/08
|
47
|
1.74
|
|
12/9/08
|
150
|
1.70
|
|
12/9/08
|
100
|
1.69
|
|
12/10/08
|
1,700
|
2.00
|
|
12/10/08
|
100
|
1.99
|
|
12/10/08
|
300
|
1.97
|
|
12/10/08
|
1,900
|
1.96
|
|
12/10/08
|
4,800
|
1.95
|
|
12/10/08
|
2,297
|
1.94
|