UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
STM Wireless, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
784776106
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.
Southport, CT 06490 Attn: Amiel M. Peretz 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
September 17, 1998
(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 .
Check the following box if a fee is being paid with this statement __. (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).
CUSIP NO. 784776106
4
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)
(b)
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 778,929
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 778,929
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 778,929
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 11.06%
14 Type of Reporting Person IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 par value (the
"Shares"), of STM Wireless, Inc. (the "Company"), a Delaware corporation. The
Company's principal executive office is located at One Mauchly, Irvine,
California 92718-2305.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc., a Connecticut corporation (the "Reporting Person"). The
principal business of the Reporting Person, an investment adviser registered
under the Investment Advisers Act of 1940, is to act as investment adviser to
certain managed accounts. The executive officers of the Reporting Person are
Messrs. Jonathan T. Dawson, Arthur J. Samberg, Daniel C. Benton and Amiel M.
Peretz, the directors of the Reporting Person are Messrs. Dawson, Samberg and
Benton and Ms. Sheila Clancy, and the controlling shareholders are Messrs.
Dawson and Samberg (collectively, the "Executive Officers, Directors and
Controlling Persons"). The business address of the Reporting Person and the
Executive Officers, Directors and Controlling Persons is 354 Pequot Avenue,
Southport, CT 06490.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors
and 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. Each of the Executive Officers, Directors and the Controlling Persons
are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 778,929 Shares held by accounts for which it exercises investment
discretion (the "Accounts"). 571,429 of the Shares were purchased in a
Private Placement directly from the Company for $4,000,003.00 pursuant to the
Stock Purchase Agreement dated March 5, 1998 (the "Stock Purchase
Agreement"). The additional 207,500 Shares were purchased in the open market
during the ordinary course of the Reporting Person's investment activities.
The funds for the purchase of Shares held by all of the Accounts were obtained
from the contributions of their various partners/shareholders.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Shares described herein was made in the ordinary
course of the Reporting Person's investment activities. The Reporting Person
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. An employee of the Reporting Person was elected
to serve on the Company's Board of Directors on September 17, 1998, resulting
in this filing. The Reporting Person reserves the right to take whatever
additional action with respect to the Accounts' holdings in the Company as the
Reporting Person deems to be in the best interest of such Accounts.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 778,929 Shares. These Shares represent approximately 11.06% of the
7,042,204 Shares that the Reporting Person believes to be outstanding. The
Reporting Person has the sole power to vote, direct the vote, dispose and
direct the disposition of all of the Shares.
The only transaction in the Shares in the past sixty days was an open
market purchase by the Accounts on August 31, 1998 of 25,000 Shares at a
purchase price of $4.50 per Share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a Stock Purchase Agreement, the Company has agreed to file
with the Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-3 under the Securities Act for an offering to be made on a
continuous basis covering those Shares purchased by the Accounts directly from
the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After a reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
September 24, 1998
Dawson-Samberg Capital Management, Inc.
By:/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Operating Officer