UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
LaserSight Incorporated
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
517924106
(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)
June 12, 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. 517924106 PAGE 5 OF 4
5
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 2,000,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 2,000,000
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.6%
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 LaserSight Incorporated (the "Company"), a Delaware corporation.
The Company's principal executive office is located at 12249 Science Drive,
Suite 160, Orlando, Florida 32826.
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
Under rule 13d-3(d) (1) (i) under the Securities Exchange Act of 1934,
the Reporting Person is deemed to be the beneficial owner of 2,000,000 of the
Company's Shares as follows: accounts for which the Reporting Person exercises
investment discretion (the "Accounts") purchased 2,000,000 Series D
Convertible Participating Preferred Stock (the "Preferred") which are
convertible into 2,000,000 Shares. The Preferred were acquired from the
Company in a private placement for a total cost of $8,000,000.
The funds for the purchase of the Shares held by the Accounts were
obtained from the contributions of their various partners/shareholders. Such
funds may also include the proceeds of margin loans entered into in the
ordinary course of business with Morgan Stanley & Company, Inc.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Preferred 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. The Reporting Person
also has the ability, which it intends to exercise, to place a nominee on the
Company's Board of Directors within twenty-five days of the Event Date and 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 2,000,000 Shares. These Shares represent approximately 13.6% of the
14,712,712 Shares that the Reporting Person believes would be outstanding if
the Preferred were converted into Shares. The Reporting Person has the sole
power to vote, direct the vote, dispose and direct the disposition of all of
the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to the Registration Rights Agreement dated June 12, 1998, the
Company has agreed that within 45 days it will file under the Act a
registration statement for the shares that the Preferred are convertible into.
In addition, as discussed under Item 4 above and pursuant to a Securities
Purchase Agreement dated June 12, 1998, the Company intends to nominate an
employee of the Reporting Person to serve on the Company's Board of Directors.
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.
June 19, 1998
Dawson-Samberg Capital Management, Inc.
By:/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Operating Officer
