UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DATA TRANSLATION, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
238015101
(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)
October 30, 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 o. (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 73,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 73,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 73,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .9
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 263,300
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 263,300
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 263,300
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 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
238,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 238,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 238,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.0
14 Type of Reporting Person PN
1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.P.
IRS Identification No. of Above Person 06-1383498
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 151,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 151,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 151,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.9
14 Type of Reporting Person PN
This Amendment No. 1 relates to the Callable Common Stock, $.01 par value,
(the "Shares") of Data Translation Corporation, (the "Company" or "DATX"), a
Delaware corporation, and amends the statement on Schedule 13D initially filed
by the Reporting Persons with the Securities and Exchange Commission (the
"Commission") on April 18, 1996.
ITEM 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 727,600 Shares. Of the 727,600 Shares, 263,300 shares are owned by
Pequot, 73,700 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 238,800 shares are owned by Pequot International,
and 151,800 shares are owned by Pequot Endowment. The 727,600 shares were
purchased in open market transactions at an aggregate cost of $12,025,117.
The funds for the purchase of Shares held by Pequot, Pequot Endowment, 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.
ITEM 4. PURPOSE OF TRANSACTION
No Change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 727,600 Shares. These Shares represent approximately 9.0% of the
8,072,984 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
73,700 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
263,300 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
238,800 Shares owned by Pequot International. Pequot Endowment Partners, L.P.
has the sole power to vote, direct the vote, dispose and direct the
disposition of the 151,800 Shares owned by Pequot Endowment. 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No Change
<PAGE>
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.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached
hereto as Exhibit C is the text of the Schedule 13D that was filed by the
Reporting Persons with the Commission on April 18, 1996.
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
Pequot Endowment Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
November 8, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D
dated November 8, 1996 relating to the Shares of Data Translation, 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
Pequot Endowment Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
EXHIBIT B - Schedule 13D Amendment No. 1
DATA TRANSLATION, INC.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 238015101
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL
MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX
I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP.
06-1388800 06-1033494
TOTAL SHARES @
06/07/96 552,600 206,200 174,000 111,500
60,900
10/30/96 50,000 10.3750 15,300 19,600 12,200 2,900
10/31/96 125,000 10.2750 41,800 45,200 28,100
9,900
175,000 57,100 64,800 40,300 12,800
TOTAL SHARES @
10/30/96 727,600 263,300 238,800 151,800
73,700
<PAGE>
EXHIBIT C
THIS DOCUMENT IS A COPY OF ORIGINAL SCHEDULE 13D FILED ON APRIL 18, 1996
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value (the
"Shares") of Data Translation, Inc., ("DATX"), a Delaware corporation. DATX's
principal executive office is located at 100 Locke Drive, Marlborough, MA
01752.
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, Pequot Endowment Partners, L.P., a
Delaware 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 Pequot
Endowment Partners, L.P. is to serve as the investment manager of Pequot
Endowment Fund,L.P. ("Pequot Endowment"), a 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
Endowment 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 convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors
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 April 10, 1996, the Reporting Persons beneficially own 406,500
Shares representing approximately 5.2% of the 7,905,275 Shares believed to be
outstanding. As of the date hereof, the Reporting Persons beneficially own in
the aggregate 512,500 Shares. Of the 512,500 Shares, 196,300 shares are owned
by Pequot, 53,500 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 166,300 shares are owned by Pequot International,
and 96,400 shares are owned by Pequot Endowment. The 512,500 Shares were
purchased in open market transactions at an aggregate cost of $9,284,243. The
funds for the purchase of Shares held by Pequot, Pequot Endowment, 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 acquisition of Shares described herein were made for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 512,500 Shares. These Shares represent
approximately 6.5% of the 7,948,635 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 53,500 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 196,300 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 166,300 Shares owned by Pequot
International. Pequot Endowment Partners, L.P. has the sole power to vote,
direct the vote, dispose and direct the disposition of the 96,400 Shares owned
by Pequot Endowment. 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>
EXHIBIT B to Schedule 13D-filed April 18, 1996
DATA TRANSLATION
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 238015101
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL
MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX
I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP.
06-1388800 06-1033494
03/14/96 2,000 15.6250 0 0 0 2,000
03/15/96 15,000 16.1667 8,000 7,000 0 0
03/15/96 50,000 18.0455 26,800 23,200 0 0
03/18/96 15,000 18.0000 3,600 3,100 6,000 2,300
03/19/96 20,000 18.8750 7,100 6,200 4,300 2,400
03/19/96 32,500 19.0700 8,200 7,200 11,000 6,100
03/20/96 10,000 18.2500 4,300 3,700 800 1,200
03/20/96 22,000 18.0880 2,000 1,700 15,000 3,300
03/21/96 15,000 19.5000 6,400 5,600 1,300 1,700
03/21/96 20,000 19.7970 8,000 7,100 2,600 2,300
03/25/96 14,000 16.5464 4,800 4,100 3,800 1,300
03/26/96 1,500 16.6250 500 500 400 100
03/27/96 7,500 16.7500 2,700 2,200 2,000 600
03/28/96 15,000 16.4167 5,200 4,500 4,000 1,300
03/29/96 10,000 16.3750 3,400 3,000 2,600 1,000
04/02/96 7,000 18.8929 2,900 3,000 0 1,100
04/02/96 30,000 18.9292 10,500 8,800 8,100 2,600
04/03/96 20,000 18.9063 6,700 5,300 6,700 1,300
04/04/96 30,000 18.9583 10,800 9,200 7,100 2,900
04/09/96 15,000 17.9583 6,700 5,900 0 2,400
04/09/96 5,000 18.3750 2,400 1,900 0 700
04/10/96 50,000 17.2500 24,400 19,500 0 6,100
04/11/96 40,000 16.1250 19,600 15,400 0 5,000
04/12/96 15,000 16.8333 7,200 5,900 0 1,900
04/15/96 25,000 19.0000 7,500 6,500 8,900 2,100
04/16/96 25,000 20.3000 6,400 5,600 11,300 1,700
04/16/96 1,000 19.7500 200 200 500 100
512,500 196,300 166,300 96,400 53,500
TOTAL SHARES @
04/16/96 512,500 196,300 166,300 96,400
53,500
