UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
HAYES CORPORATION (formerly Access Beyond, Inc.)
(Name of Issuer)
Common
(Title of Class of Securities)
00431W108
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490
203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 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 86,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 86,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 86,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .1%
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT GENERAL PARTNERS, L.L.C.
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 CONNECTICUT
7 Sole Voting Power 787,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 787,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 787,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.3%
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.L.C.
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
698,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 698,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 698,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.2%
14 Type of Reporting Person PN
1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.L.C.
IRS Identification No. of Above Person 06-1383498
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 352,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 352,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 352,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .6%
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Shares (the "Shares") of Hayes
Corporation ("HAYZ") (formerly known as Access Beyond, Inc.), a Delaware
corporation. HAYZ's principal executive office is located at 1300 Quince
Orchard Boulevard, Gaithersburg, MD 20878.
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, L.L.C., a Delaware limited liabillity company, Pequot Endowment
Partners, L.L.P., a Delaware limited liability company and DS International
Partners, L.L.C., a Delaware limited liability company (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 sole
business of Pequot General Partners, L.L.C. is to serve as the general partner
of Pequot Partners Fund, L.P. ("Pequot"), a limited partnership formed under
the laws of Delaware to invest and trade primarily in securities and financial
instruments. Messrs. Dawson and Samberg are members of Pequot General
Partners. The sole business of Pequot Endowment Partners, L.L.C. is to serve
as the investment manager of Pequot Endowment Fund,L.P. ("Pequot Endowment"),
a partnership formed under the laws of Delaware to invest and trade primarily
in securities and financial instruments. Messrs. Dawson and Samberg are
members of Pequot Endowment Partners, L.P. The sole business of DS
International Partners, L.L.C. is to serve as the investment manager of Pequot
International Fund, Inc. ("Pequot International"), a corporation formed under
the laws of British Virgin Islands to invest and trade primarily in securities
and financial instruments. Messrs. Dawson and Samberg are members of DS
International Partners, L.L.C. The business address of the Reporting Persons
is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General Partners,
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 General Partners,
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
On 11/15/96 shareholders of Penril Datacom Networks, Inc. ("PNRL")
approved a one for one distribution of shares in the form of a dividend of
Access Beyond, Inc., to the shareholders of PNRL as of the record date
11/14/96. The Reporting Persons received and beneficially own in the
aggregate 1,925,000 Shares of Access Beyond, Inc. Of the 1,925,000 Shares,
787,100 shares are owned by Pequot, 86,500 shares are held in managed accounts
for which Dawson-Samberg acts as investment adviser, 698,500 shares are owned
by Pequot International, and 352,900 shares are owned by Pequot Endowment.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 1,925,000 Shares. These Shares represent approximately 3.3% of the
58,348,093 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
Shares.
On 12/27/97 shareholders of Access Beyond, Inc. approved a merger
with HAYZ whereby shares in Access Beyond, Inc. were issued to shareholders in
HAYZ and the company's name was changed to Hayes Corporation. Pursuant to
this transaction, the beneficial ownership of the Reporting Persons decreased
from 16.1% to 3.3% and necessitated the filing of this amendment. The
Reporting Person ceased to be the beneficial owner of more than 5% of the
Shares on December 27, 1997.
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.
January 9, 1998
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners, L.L.C.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
DS International Partners, L.L.C.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
Pequot Endowment Partners, L.L.C.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated January 9, 1998
relating to the Shares of Hayes Corporation shall be filed on behalf of the
undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners, L.L.C.
By:/s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
DS International Partners, L.L.C.
By:/s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
Pequot Endowment Partners, L.L.C.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Managing Member
