UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
Sanctuary Woods Multimedia Corporation
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
79971E108
(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)
April 18, 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).
CUSIP NO. 79971E108 PAGE 10 OF 10
10
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 2,999,998
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 2,999,998
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,999,998
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 64.0%
14 Type of Reporting Person IA
<PAGE>
1 Name of Reporting Person PEQUOT GENERAL PARTNERS, LLC
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 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 1,499,999
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 44.1%
14 Type of Reporting Person OO
<PAGE>
1 Name of Reporting Person PEQUOT PARTNERS FUND, LP
IRS Identification No. of Above Person 22-2741859
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds WC
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 1,499,999
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 44.1%
14 Type of Reporting Person PN
<PAGE>
1 Name of Reporting Person DS INTERNATIONAL PARTNERS, LLC
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 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 1,499,999
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 44.1%
14 Type of Reporting Person OO
<PAGE>
1 Name of Reporting Person PEQUOT INTERNATIONAL FUND, INC
IRS Identification No. of Above Person FOREIGN CORP
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization BRITISH VIRGIN ISLANDS
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 1,499,999
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 44.1%
14 Type of Reporting Person CO
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value, (the
"Shares") of Sanctuary Woods Multimedia Corporation ("SWMC") a Delaware
Corporation. SWMC's principal executive office is located at 1825 South Grant
Street, San Mateo, CA 94402.
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, LLC ("Partners"), a Delaware Limited Liability Company, Pequot
Partners Fund, L.P. ("Pequot"), a Delaware Partnership, DS International
Partners, LLC ("DSI"), a Delaware Limited Liability Company and Pequot
International Fund, Inc. ("International"), a British Virgin Islands
Corporation (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 of Dawson-Samberg are Messrs. Jonathan T. Dawson and
Arthur J. Samberg. The principal business of Partners is to serve as the
general partner of Pequot which was formed to invest and trade primarily in
securities and financial instruments. The principal business of DSI is to
serve as the investment manager of International which was formed to invest
and trade primarily in securities and financial instruments. Messrs. Dawson
and Samberg are both members of Partners and DSI. The business address of the
Reporting Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective members, 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 members, 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 the date hereof, Dawson-Samberg beneficially owns in the
aggregate 416,666 Shares held by accounts for which it exercises investment
discretion, as follows; 208,333 shares are owned by Pequot and 208,333 shares
are owned by International. As of the date hereof, Partners, International,
Pequot and DSI each beneficially own in the aggregate 208,333 shares. These
416,666 shares were purchased from the company through a rights subscription
for $1,000,000.
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
2,583,332 shares of the Company's Common Stock as follows: Pequot and
International each own 458,333 Warrants ("Warrants") to purchase SWMC's
Common Stock at $3.00 per share, expiring 9/18/99. Additionally, Pequot and
International each own 37,722 shares of SWMC's Series A Convertible Preferred
Shares ("Preferred") which is convertible into 833,333 shares of Common Stock
for each entity. The Warrants and the Preferred Shares were acquired from the
company in exchange for Convertible Subordinated Debentures and Warrants owned
by Pequot and International.
The funds for the purchase of Shares held by Pequot and International
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., such loans
being secured by securities, including certain shares of Common Stock of SWMC
held by the various entities.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Shares held by the above-mentioned entities were acquired for,
and are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting Person's
business or investment activities, as the case may be. The Reporting Persons,
on behalf of the above mentioned entities, 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,
including engaging in short sales of the Shares, and to take whatever action
with respect to each of such entities' holdings of the Shares it deems to be
in the best interests of such entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg beneficially owns in the
aggregate 2,999,998 Shares. These Shares represent approximately 64% of the
4,691,145 Shares of SWMC's Common Stock which would be outstanding if the
warrants and the Preferred owned by all of the Reporting Persons were
exercised. As of the date hereof, Partners, Pequot, International and DSI each
beneficially own in the aggregate 1,499,999 Shares. These Shares represent
approximately 44.1% of the 3,399,479 Shares of SWMC's Common Stock which would
be outstanding if the warrants and the Preferred owned by the Reporting
Persons were exercised. Dawson-Samberg has the sole power to vote, direct the
vote, dispose and direct the disposition of all of the Shares . Partners and
DSI do not currently have the power to vote, direct the vote, dispose and
direct the disposition of the 1,499,999 Shares beneficially owned by Pequot
and International but may acquire such powers by terminating their agreements
with Dawson-Samberg.
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>
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.
April 25, 1997
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Partners Fund, LP
By: /s/ Arthur J. Samberg
General Partner
Pequot General Partners, LLC
By: /s/ Arthur J. Samberg
Managing Member
Pequot International Fund, Inc.
By: /s/ Arthur J. Samberg
Director
DS International Partners, LLC
By: /s/ Arthur J. Samberg
Managing Member
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated April 25, 1997
relating to the Shares of SWMC shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Partners Fund, LP
By: /s/ Arthur J. Samberg
General Partner
Pequot General Partners, LLC
By: /s/ Arthur J. Samberg
Managing Member
Pequot International Fund, Inc.
By: /s/ Arthur J. Samberg
Director
DS International Partners, LLC
By: /s/ Arthur J. Samberg
Managing Member
