d946078_13d-a.htm
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 

SCHEDULE 13D/A
 
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)


STAAR Surgical Company
(Name of Issuer)


Common Stock
(Title of Class of Securities)


852312305
(CUSIP Number)


Neal C. Bradsher
c/o Broadwood Capital, Inc.
724 Fifth Avenue, 9th Floor
New York, New York 10019
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


December 12, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].


 
 

 


CUSIP No.
852312305
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Broadwood Partners, L.P.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) 
[_]
   
(b) 
[X]
     
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
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
7.
SOLE VOTING POWER
 
     
 
0
 
     
8.
SHARED VOTING POWER
 
     
 
4,869,276
 
     
9.
SOLE DISPOSITIVE POWER
     
 
0
 
     
10.
SHARED DISPOSITIVE POWER
   
     
 
4,869,276
 
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
     
 
4,869,276
 
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
16.5%
 
     
14.
TYPE OF REPORTING PERSON
 
     
 
PN
 


 
 

 


CUSIP No.
852312305
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Broadwood Capital, Inc.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]
     
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
 
     
 
New York
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
7.
SOLE VOTING POWER
 
     
 
0
 
     
8.
SHARED VOTING POWER
 
     
 
4,869,276
 
     
9.
SOLE DISPOSITIVE POWER
     
 
0
 
     
10.
SHARED DISPOSITIVE POWER
   
     
 
4,869,276
 
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
     
 
4,869,276
 
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
 
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   
[_]
 
16.5%
 
     
14.
TYPE OF REPORTING PERSON
 
     
 
CO, IA
 


 
 

 


CUSIP No.
852312305
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Neal C. Bradsher
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]
3.
SEC USE ONLY
 
     
     
4.
SOURCE OF FUNDS
 
     
 
WC, AF, OO
 
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7.
SOLE VOTING POWER
 
     
 
25,900
 
     
8.
SHARED VOTING POWER
 
     
 
4,869,276
 
     
9.
SOLE DISPOSITIVE POWER
     
 
25,900
 
     
10.
SHARED DISPOSITIVE POWER
   
     
 
4,869,276
 
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
     
 
4,895,176
 
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
     
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
16.6%
 
     
14.
TYPE OF REPORTING PERSON
 
     
 
IN
 


 
 

 


CUSIP No.
852312305
   
     
Item 1.
Security and Issuer.
 
     
 
STAAR Surgical Company, Common Stock, par value $0.01 per share (the “Shares”)
 
STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016
 
     

Item 2.
Identity and Background.
   
       
 
(a)
This Schedule 13D is being filed by (i) Broadwood Partners, L.P. (“Broadwood Partners”), (ii) Broadwood Capital, Inc. (“Broadwood Capital”), the general partner and investment manager of Broadwood Partners, and (iii) Neal C. Bradsher, the President of Broadwood Capital (each of Broadwood Partners, Broadwood Capital and Neal C. Bradsher may be referred to herein as a “Reporting Person” and collectively may be referred to as “Reporting Persons”).
 
       
 
(b)
Broadwood Partners is a Delaware limited partnership with its principal business address at c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New York, New York 10019.
 
Broadwood Capital is a New York corporation with its principal business address at 724 Fifth Avenue, 9th Floor, New York, New York 10019.
 
Neal C. Bradsher is a United States citizen whose principal business address is c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New York, New York 10019.
 
       
 
(c)
The Shares reported herein are held in the name of Broadwood Partners and Neal C. Bradsher.
 
       
 
(d)
None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
 
       
 
(e)
None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years, and no Reporting Person is subject to 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 Broadwood Partners may be deemed to beneficially own 4,869,276 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own 4,869,276 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own 4,895,176 Shares.
 
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
 

Item 4.
Purpose of Transaction.
 
     
 
The Reporting Persons acquired their Shares of the Issuer for investment purposes.
 
     
 
The Reporting Persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.  The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of shares they may be deemed to beneficially own.
 
     
 
The Reporting Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to improve shareholder value.
 
     
  The Reporting Persons continue to closely monitor the substantial and ongoing improvement in the Issuer's business results that has followed its implementation of the governance reforms that the Reporting Persons requested in their letter of April 8, 2005.  In the opinion of the Reporting Persons, the Issuer's international business is performing well.  The Issuer’s U.S. business has not grown sufficiently, but recent changes in strategy and management appear to have begun to improve its results.  The Reporting Persons support the Issuer’s current management team, its current sales and marketing strategy and its ongoing efforts to adopt an appropriate cost structure for its operations.  The Reporting Persons intend to continue to closely monitor results in these areas, and may seek additional changes in strategy and management if recent progress does not continue over time. Because the Issuer's revenue growth and margin improvement have not yet been reflected in its stock price, the Reporting Persons also continue to oppose any proposed acquisition of the Issuer at a price that does not represent a very large premium to its current market value.  


 
 
 

 


 
 
 
       

Item 5.
Interest in Securities of the Issuer.
 
     
 
(a, b)
As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 4,869,276 Shares, constituting 16.5% of the Shares of the Issuer, based upon the 29,496,494 Shares deemed outstanding as of November 4, 2008.
 
       
   
Broadwood Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,869,276 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,869,276 Shares.
 
       
 
(a, b)
As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 4,869,276 Shares, constituting 16.5% of the Shares of the Issuer, based upon the 29,496,494 Shares deemed outstanding as of November 4, 2008.
 
Broadwood Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,869,276 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,869,276 Shares.
 
Broadwood Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 


 
 

 


 
(a, b)
As of the date hereof, Neal C. Bradsher may be deemed to be the beneficial owner of 4,895,176 Shares, constituting 16.6% of the Shares of the Issuer, based upon the 29,496,494 Shares deemed outstanding as of November 4, 2008.
 
Neal C. Bradsher has the sole power to vote or direct the vote of 25,900 Shares; has the shared power to vote or direct the vote of 4,869,276 Shares; has sole power to dispose or direct the disposition of 25,900 Shares; and has shared power to dispose or direct the disposition of 4,869,276 Shares.
 
Neal C. Bradsher specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
       
 
(c)
The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons since the Reporting Persons’ most recently filed Schedule 13D are set forth in Exhibit B.  All such transactions were effected in transactions with brokers.
 
       

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
 
to Securities of the Issuer.
 
     
  NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 9, FILED ON DECEMBER 14, 2007.  
 
 
 
 
Item 7.
Material to be Filed as Exhibits.
 
     
 
Exhibit A: Joint Filing Agreement.
 
Exhibit B: Schedule of Transactions in the Shares of the Issuer.
 
Exhibit C: Senior Promissory Note (filed with the Commission on Form 8-K by the Issuer on December 19, 2007 (incorporated by reference)).
 
Exhibit D: Warrant Agreement (filed with the Commission on Form 8-K by the Issuer on December 19, 2007 (incorporated by reference)).
 
     


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
BROADWOOD CAPITAL, INC.*
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER *
   
 
December 12, 2008

* The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons’ pecuniary interest therein.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


 
 

 

Exhibit A

Joint Filing Agreement
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of STAAR Surgical Company.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
Executed this 12th day of December, 2008.
 
 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
     
 
BROADWOOD CAPITAL, INC.
   
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
     
   
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER


 
 

 

Exhibit B

TRANSACTIONS IN THE SHARES
 
TRANSACTIONS IN THE SHARES BY BROADWOOD PARTNERS
 

 
Date of
Transaction
Number of Shares
Purchased/(Sold)
 
Price Per Share
12/8/08
177,300
1.75
12/8/08
5,398
1.74
12/8/08
8,909
1.70
12/8/08
200
1.64
12/8/08
300
1.63
12/8/08
4,300
1.62
12/8/08
9,600
1.61
12/8/08
17,210
1.60
12/8/08
5,600
1.59
12/8/08
2
1.58
12/8/08
10,020
1.57
12/8/08
900
1.54
12/8/08
3,400
1.53
12/8/08
1,900
1.51
12/8/08
2,600
1.50
12/8/08
14,500
1.49
12/8/08
2,491
1.49
12/8/08
1,200
1.48
12/8/08
400
1.47
12/8/08
900
1.42
12/8/08
200
1.41
     
12/9/08
1,753
1.87
12/9/08
2,192
1.86
12/9/08
2,665
1.85
12/9/08
3,700
1.83
12/9/08
200
1.82
12/9/08
1,721
1.81
12/9/08
4,422
1.80
12/9/08
100
1.79
12/9/08
50
1.78
12/9/08
1,000
1.75
12/9/08
47
1.74
12/9/08
150
1.70
12/9/08
100
1.69
     
12/10/08
1,700
2.00
12/10/08
100
1.99
12/10/08
300
1.97
12/10/08
1,900
1.96
12/10/08
4,800
1.95
12/10/08
2,297
1.94


SK 22056 0001 946078