UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_1_)
Autonomous Technologies Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
05329H105
(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)
December 16, 1997
(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 __. (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 1,000,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 1,000,000
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11
9.9%
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT PRIVATE EQUITY PARTNERS, LLC
IRS Identification No. of Above Person 06-1469967
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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 0
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0%
14 Type of Reporting Person OO
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value (the
"Shares"), of Autonomous Technologies Corporation ( the "Company"), a Florida
corporation. The Company's principal executive office is located at 2800
Discovery Drive, Orlando, Florida 32826.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation. 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 executive officers of Dawson-Samberg are Messrs.
Jonathan T. Dawson, Arthur J. Samberg and Amiel M. Peretz, the directors of
Dawson-Samberg are Messrs. Dawson and Samberg and Ms. Sheila J. 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 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, Dawson-Samberg beneficially owns in the
aggregate 865,000 Shares held by accounts for which it (or its principals)
exercises investment discretion (the "Accounts"). 135,000 of the Shares were
purchased in a Private Placement directly from the Company for $450,000. An
additional 730,000 Shares were purchased in a Private Placement directly from
the Company for $2,190,000. The funds for the purchase of Shares held by all
of 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.
In addition, under rule 13d-3(d) (1) (i) under the Securities
Exchange Act of 1934, Dawson-Samberg is deemed to be the beneficial owner of
135,000 Shares through ownership by certain of the Accounts of 135,000
warrants ("Warrants") to purchase the Company's Shares at $3.33 per share,
expiring 2/28/99.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The acquisitions of the Shares described herein were 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 and to take whatever
action with respect to the Shares as it deems to be in the best interests of
the Accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg beneficially owns in the
aggregate 1,000,000 Shares. These Shares represent approximately 9.9% of the
10,101,443 Shares which would be outstanding if the Warrants beneficially
owned by the Reporting Person were exercised. Dawson-Samberg (or its
principals) has the sole power to vote, direct the vote, dispose and direct
the disposition of all of the 1,000,000 Shares. Pequot Private Equity
Partners, L.L.C., which was a Reporting Person in the original filing of the
Form, does not currently have the power to vote, direct the vote, dispose and
direct the disposition of any of the Shares beneficially owned by
Dawson-Samberg and may no longer acquire such powers by terminating its
agreement with Dawson-Samberg within 60 days. Therefore, this filing
eliminates Pequot Private Equity Partners, L.L.C. as a Reporting Person.
There have been no transactions in the securities of the Company within the
past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE>
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.
December 19, 1997
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
