UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_3_)
Sanctuary Woods Multimedia Corporation
(Name of Issuer)
Common Shares, $.001
(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)
December 29, 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 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) 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
3,774,338
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 3,774,338
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,774,338
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 IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 par value, (the
"Shares"), of Sanctuary Woods Multimedia Corporation ("SWMC" or the
"Company"), 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. 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 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, Dawson-Samberg beneficially owns in the
aggregate 416,668 Shares held by accounts for which it exercises investment
discretion (the "Accounts"). These 416,668 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
an additional 3,357,670 shares of the Company's Common Stock as follows: the
Accounts own 916,652 Warrants ("Warrants") to purchase SWMC's Shares at $3.00
per share, expiring 9/18/99, and 75,444 shares of SWMC's Series A Convertible
Preferred Shares ("Preferred") which are convertible into 1,666,638 Shares.
The Warrants and the Preferred Shares were acquired from the Company in
exchange for Convertible Subordinated Debentures and Warrants owned by such
Accounts. In addition, the Accounts previously advanced $376,880 to SWMC
pursuant to a Secured Convertible Promissory Note (the "Note") pursuant to
which the conversion feature is not exercisable in the Accounts' sole
discretion until the maturity date, November 30, 2000. In connection with the
Note, however, the Accounts were granted warrants to purchase 376,880 Shares
at $0.15 per share (the "Additional Warrants"). The Accounts, pursuant to the
transactions which are the subject of this amendment, advanced an additional
$397,500 to SWMC and were granted 397,500 Additional Warrants pursuant
thereto.
The funds for the purchase of 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.
<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. An affiliate of the
Reporting Person currently serves on the Board of Directors of SWMC and the
Reporting Person reserves the right to take whatever further action with
respect to the Accounts' holdings in SWMC as the Reporting Person deems to be
in the best interest of such Accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg beneficially owns in the
aggregate 3,774,338 Shares. These Shares represent approximately 44.1% of the
8,550,972 Shares that the reporting Person believes would be outstanding if
the Warrants, the Additional Warrants and the Preferred were
exercised/converted into common stock. Dawson-Samberg 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
None
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.
January 6, 1998
Dawson-Samberg Capital Management, Inc.
By:/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
