FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER 3235-0104
EXPIRES: SEPTEMBER 30, 1998
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES ESTIMATED
AVERAGE BURDEN
(Print or Type Responses) HOURS PER RESPONSE 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person* 2. Date of Event Re-quiring
Statement (Month/Day/Year) 4. Issuer Name AND Ticker or Trading Symbol
STM WIRELESS INC.
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. STMI
(Last) (First) (Middle) 5. Relationship of Reporting Person(s) to
Issuer 6. If Amendment, Date of Original (Month/Day/Year)
09/17/98 (Check all applicable)
3. IRS or Social Se-curity Number of Director 10% Owner
354 PEQUOT AVENUE Officer (giveX Other (specify
(Street) Reporting Person (Voluntary) title below) below)1 7.
Individual or Joint/Group Filing (Check Applicable Lines)
X Form Filed by One Reporting Person
SOUTHPORT, CT 06490 ___ Form Filed by More than One
Reporting Person
(City) (State) (Zip) TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY
OWNED
1. Title of Security 2. Amount of Securities Beneficially Owned 3.
Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of
Indirect Beneficial Ownership (Instr. 5)
(Instr. 4) (Instr. 4)
Common Stock, $.001 par value 778,929(2) (I)
Investment Adviser
FORM 3 (CONTINUED) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient,
See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not Page 2
required to respond unless the form displays a currently valid OMB Number.
SEC 1473 (7-96)
1. Title of Derivative Security 2. Date Exercisable and Expiration Date
(Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative
Security 4. Conver-sion or Exercise Price of Deri-vative 5.
Owner-ship Form of Deri-vative Security: 6. Nature of Indirect Beneficial
Ownership
(Instr. 4) (Instr. 4) (Instr. 5)
Date Exer-cisable Expiration Date Title Amount or Number of
Security Direct (D) or Indirect (I) (Instr. 5)
Shares
Explanation of Responses:
(1) THE REPORTING PERSON IS AN INVESTMENT ADVISER REGISTERED UNDER SECTION
203 OF THE INVESTMENT ADVISERS ACT OF 1940 AND HAS VOTING POWER AND INVESTMENT
POWER WITH RESPECT TO SECURITIES IN CLIENTS' ACCOUNTS. AN EMPLOYEE OF THE
REPORTING PERSON ALSO SERVES, EFFECTIVE SEPTEMBER 17, 1998, ON THE BOARD OF
DIRECTORS OF THE ISSUER. THE REPORTING PERSON DISCLAIMS ANY OBLIGATION TO
FILE THIS REPORT, AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE
REPORTING PERSON IS SUBJECT TO SECTION 16 WITH RESPECT EITHER TO THE ISSUER OR
SUCH SECURITIES.
(2) THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE
SECURITIES, AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE
REPORTING PERSON IS THE BENEFICIAL OWNER OF SUCH SECURITIES FOR THE PURPOSES
OF RULE
16A-1(A)(1) OR (A)(2) OR FOR ANY OTHER PURPOSES.
By: /s/ Amiel M. Peretz 09/24/98
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a).
