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STAAR
Surgical Company
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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852312305
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(CUSIP
Number)
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|
Neal
C. Bradsher
724
Fifth Avenue, 9th Floor
New
York, New York 10019
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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December
14, 2007
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(Date
of Event Which Requires Filing of this Statement)
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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 [ ].
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Note: Schedules
filed in paper format shall include a signed original and five
copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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* 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 disclosures provided in a prior cover page.
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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).
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CUSIP
No.
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852312305
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|||||
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1.
|
NAME
OF REPORTING PERSONS
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|||||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||||
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Broadwood
Partners, L.P. (1)
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||||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|||||
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(a)
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[_]
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|||||
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(b)
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[X]
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|||||
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3.
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SEC
USE ONLY
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|||||
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4.
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SOURCE
OF FUNDS
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|||||
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WC,
AF
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||||||
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
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[_]
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||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||||
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Delaware
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||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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||||||
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7.
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SOLE
VOTING POWER
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|||||
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0
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||||||
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8.
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SHARED
VOTING POWER
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|||||
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4,396,231
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||||||
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9.
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SOLE
DISPOSITIVE POWER
|
|||||
|
0
|
||||||
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10.
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SHARED
DISPOSITIVE POWER
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[_]
|
||||
|
4,396,231
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||||||
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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|||||
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PERSON
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||||||
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4,396,231
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||||||
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|||||
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CERTAIN
SHARES
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||||||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||||
|
14.9%
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||||||
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14.
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TYPE
OF REPORTING PERSON
|
|||||
|
PN
|
||||||
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CUSIP
No.
|
852312305
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
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Broadwood
Capital, Inc.
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
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SEC
USE ONLY
|
|||||
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4.
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SOURCE
OF FUNDS
|
|||||
|
WC,
AF
|
||||||
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
|
[_]
|
||||
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
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New
York
|
||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
0
|
||||||
|
8.
|
SHARED
VOTING POWER
|
|||||
|
4,396,231
|
||||||
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9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
||||
|
4,396,231
|
||||||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|||||
|
PERSON
|
||||||
|
4,396,231
|
||||||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|||||
|
CERTAIN
SHARES
|
||||||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
|
14.9%
|
||||||
|
14.
|
TYPE
OF REPORTING PERSON
|
|||||
|
CO
|
||||||
|
CUSIP
No.
|
852312305
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
|
Neal
C. Bradsher
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
|
SEC
USE ONLY
|
|||||
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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
|
||||||
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8.
|
SHARED
VOTING POWER
|
|||||
|
4,396,231
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||||||
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9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
25,900
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||||||
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10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
||||
|
4,396,231
|
||||||
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|||||
|
PERSON
|
||||||
|
4,422,131
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||||||
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|||||
|
CERTAIN
SHARES
|
||||||
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13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
|
15.1%
|
||||||
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14.
|
TYPE
OF REPORTING PERSON
|
|||||
|
IN
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||||||
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CUSIP
No.
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852312305
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||
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Item
1.
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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
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|||
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Item
2.
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Identity
and Background.
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||
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(a)
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This
Schedule 13D is being filed by Broadwood Partners, L.P. (“Broadwood
Partners”), Broadwood Capital, Inc. (“Broadwood Capital”), the general
partner of Broadwood Partners and 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”).
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(b)
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Broadwood
Partners is a Delaware limited partnership with its principal business
address at 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.
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(c)
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The
Shares reported herein are held in the name of the Broadwood Partners
and
Neal C. Bradsher.
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(d)
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None
of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the
last
five years.
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(e)
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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.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
|
||
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As
of the date hereof Broadwood Partners may be deemed to beneficially
own
4,396,231 Shares.
As
of the date hereof Broadwood Capital may be deemed to beneficially
own
4,396,231 Shares.
As
of the date hereof Neal C. Bradsher may be deemed to beneficially
own
4,422,131 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.
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Item
4.
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Purpose
of Transaction.
|
||
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The
Reporting Persons acquired their Shares of the Issuer for investment
purposes.
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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.
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|||
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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.
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|||
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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; however, the U.S. business has not grown sufficiently, although
recent changes in strategy and management appear likely to accelerate
domestic growth over time. The Reporting Persons support the
Issuer’s recent senior management changes, its changes to its U.S. sales
and marketing strategy and its ongoing efforts to adopt an appropriate
cost structure for its U.S. operations. The Reporting Persons
intend to continue to closely monitor results in these areas, and
may seek
additional changes in strategy and management if success is not
achieved
within a reasonable period of 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.
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|||
|
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 4,396,231 Shares, constituting 14.9% of the Shares of
the Issuer,
based upon the 29,381,009 Shares deemed outstanding as of November
7,
2007.
|
||
|
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 4,396,231 Shares;
has sole
power to dispose or direct the disposition of 0 Shares; and has
shared
power to dispose or direct the disposition of 4,396,231
Shares.
Broadwood
Partners 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, Broadwood Capital may be deemed to be the beneficial
owner of 4,396,231 Shares, constituting 14.9% of the Shares of
the Issuer,
based upon the 29,381,009 Shares deemed outstanding as of November
7,
2007.
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 4,396,231 Shares; has
sole
power to dispose or direct the disposition of 0 Shares; and has
shared
power to dispose or direct the disposition of 4,396,231
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 4,422,131 Shares, constituting 15.1% of the Shares of
the Issuer,
based upon the 29,381,009 Shares deemed outstanding as of November
7,
2007.
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 4,396,231
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
4,396,231 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.
|
||
|
In
addition to the Shares beneficially owned by the Reporting Persons,
on
December 14, 2007, Broadwood Partners, L.P. entered into (i) a
senior
promissory note (the “Note”) with the Issuer by which Broadwood Partners,
L.P. has loaned $5 million to the Issuer over a term of three years
and at
an interest rate of 7% per annum and (ii) a warrant agreement granting
the
right to purchase up to 700,000 shares of Common Stock at an exercise
price of $4, exercisable for a period of six years. The Note also
provides
that if the Issuer has any indebtedness outstanding on the Note
on June 1,
2009, the Issuer will issue additional warrants on the same terms
as set
forth in the warrant agreement in a number equal to 700,000 times
the
percentage of the original $5 million principal that remains
outstanding.
|
||
|
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
21, 2007
|
||
|
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
Purchase/(Sold)
|
Price
of Shares
|
|
12/03/2007
|
6,690
|
$2.65
|
|
12/04/2007
|
32,153
|
$2.65
|
|
12/04/2007
|
100
|
$2.64
|
|
12/04/2007
|
2,000
|
$2.63
|
|
12/04/2007
|
2,000
|
$2.62
|
|
12/04/2007
|
1,000
|
$2.61
|
|
12/04/2007
|
6,900
|
$2.60
|
|
12/04/2007
|
7,600
|
$2.58
|
|
12/04/2007
|
2,500
|
$2.57
|
|
12/07/2007
|
10,000
|
$2.50
|