UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
Digital Generation Systems, Inc.
(Name of Issuer)
Common Stock (No Par Value)
(Title of Class of Securities)
253921100
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: David J. Malat 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
(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).
1 Name of Reporting Person PEQUOT CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1524885
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 4,746,178
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 4,746,178
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,746,178
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 18.2%
14 Type of Reporting Person IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, no par value (the "Shares"),
of Digital Generation Systems, Inc. (the "Company"), a California corporation.
The Company's principal executive office is located at 875 Battery Street,
San Francisco, CA 94111.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Pequot 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.
Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the
Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the
controlling shareholders are Messrs. Samberg and Benton (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business
address of the Reporting Person and the Executive Officers, Directors and
Controlling Persons is 500 Nyala Farm Road, Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in
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, under rule 13d-3 under the Securities Exchange Act
of 1934, the Reporting Person is deemed to be the beneficial owner of
4,746,178 of the Company's Shares. In the transaction which is the subject of
this filing, Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), which
previously was the beneficial owner of such Shares, spun off a portion of its
investment management business to the Reporting Person. This spin-off
resulted in the transfer to the Reporting Person on January 1, 1999 of certain
accounts which Dawson-Samberg previously exercised investment discretion (the
"Accounts"), resulting in the Reporting Person's beneficial ownership of such
Shares. Such Accounts continue to hold the Shares.
ITEM 4. PURPOSE OF TRANSACTION
The holding of the Shares described herein is conducted in the ordinary
course of the Reporting Person's investment activities. The Reporting Person
reserves the right to purchase additional Shares or dispose of the Shares in
the open market or in privately negotiated transactions or in any other lawful
manner in the future. An employee of the Reporting Person currently serves on
the Board of Directors of the Company and the Reporting Person reserves the
right to take whatever further 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 4,746,178 Shares. These Shares represent approximately 18.2% of the
26,129,524 Shares that the Reporting Person believes to be outstanding. 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 a Common Stock and Warrant Purchase Agreement dated
December 9, 1998 (the "Agreement") and a Registration Rights Agreement dated
December 9, 1998 (the "Registration Rights Agreement"), the Company has agreed
to use diligent efforts to prepare and file a registration statement with the
Securities and Exchange Commission with respect to the Shares purchased in a
private placement of such date.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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 8, 1999
Pequot Capital Management, Inc.
By:/s/ David J. Malat
David J. Malat, Chief Financial Officer
