THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON SEPTEMBER 25, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NUKO INFORMATION SYSTEMS, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
67052D206
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490
203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 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 o.
Check the following box if a fee is being paid with this statement X. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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).
1 Name of Reporting Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1033494
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization CONNECTICUT
7 Sole Voting Power 104,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 104,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 104,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.0
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT GENERAL PARTNERS
IRS Identification No. of Above Person 06-1321556
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
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 CONNECTICUT
7 Sole Voting Power 430,600
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 430,600
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 430,600
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 4.14
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P.
IRS Identification No. of Above Person 06-1324895
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
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 DELAWARE
7 Sole Voting Power 370,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 370,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 370,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.56
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value, (the
"Shares") of NUKO Information Systems, Inc., ("NUKO"), a New York corporation.
NUKO's principal executive office is located at 2235 Qume Drive, San Jose,
California 95131.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership, and DS International Partners, L.P., a
Delaware partnership, (collectively, the "Reporting Persons"). The principal
business of Dawson-Samberg, an investment adviser registered under the
Investment Advisers Act of 1940, is to act as investment adviser to certain
managed accounts. The principal shareholders at Dawson-Samberg are Messrs.
Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General
Partners is to serve as the general partner of Pequot Partners Fund, L.P.
("Pequot"), a limited partnership formed under the laws of Delaware to invest
and trade primarily in securities and financial instruments. Messrs. Dawson
and Samberg are general partners of Pequot General Partners. The sole
business of DS International Partners, L.P. is to serve as the investment
manager of Pequot International Fund, Inc. ("Pequot International") a
corporation formed under the laws of British Virgin Islands to invest and
trade primarily in securities and financial instruments. Messrs. Dawson and
Samberg are general partners of DS International Partners, L.P. The business
address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General Partners,
officers, directors or controlling persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in 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, the Reporting Persons beneficially own in the
aggregate 905,600 Shares. Of the 905,600 Shares, 430,600 Shares are owned by
Pequot, 104,800 Shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 370,200 Shares are owned by Pequot International.
The 905,600 Shares were purchased in open market transactions at an aggregate
cost of $5,474,057.82. The funds for the purchase of Shares held by Pequot
and Pequot International were obtained from the contributions of their various
partners/shareholders. The funds for the acquisition of the Shares held by
the managed accounts came from their own funds.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Shares held by the above mentioned entities were acquired for,
and are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting Person's
business or investment activities, as the case may be. The Reporting Person,
on behalf of the above mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the open market or in
privately negotiated transactions or in any other lawful manner in the future,
including engaging in short sales of the Shares, and to take whatever action
with respect to each of such entities' holdings of the Shares it deems to be
in the best interests of such entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 905,600 Shares. These Shares represent
approximately 8.7% of the 10,409,098 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 104,800 Shares held in the managed accounts. Pequot
General Partners has the sole power to vote, direct the vote, dispose and
direct the disposition of the 430,600 Shares owned by Pequot. DS
International Partners, L.P. has the sole power to vote, direct the vote,
dispose and direct the disposition of the 370,200 Shares owned by Pequot
International. A description of the transactions of the Reporting Persons in
the Shares that were effected during the past 60 days is set forth on Exhibit
B.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of
1934 is attached hereto as Exhibit A.
<PAGE>
THIS TABLE HAS BEEN SQUEEZED AS FAR AS IT CAN GO WITHOUT WORDS/## BREAKING UP.
IF ATTY WANTS MORE INFO OR "MORE SPACE", HE'LL HAVE TO BUMP FONT TO SZ.8
AND/OR MAKE MARGINS THINNER. After a reasonable inquiry and to the
best of my knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By: /s Arthur J. Samberg
Arthur J. Samberg, General Partner
September 25, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated September 25,
1996 relating to the Shares of NUKO Information Systems, Inc. shall be filed
on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By:/s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By:/s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
EXHIBIT B to Schedule 13D
NUKO INFORMATION SYSTEMS, INC.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 67052D206
PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP.
06-1033494
SHARES @
06/24/96 775,000 404,800 370,200 0
09/11/96 15,000 9.8750 0 0 15,000
09/11/96 2,600 9.7500 0 0 2,600
09/12/96 40,000 10.2344 0 0 40,000
09/13/96 20,800 10.9339 0 0 20,800
09/16/96 5,000 11.2500 0 0 5,000
09/16/96 2,000 11.5000 0 0 2,000
09/16/96 8,700 11.5000 0 0 8,700
09/17/96 6,500 11.1178 0 0 6,500
09/25/96 30,000 17.7500 25,800 0 4,200
130,600 25,800 0 104,800
TOTAL SHARES @
09/25/96 905,600 430,600 370,200 104,800
