SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
AMENDMENT 5
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
STAAR Surgical Company
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
85231230-5
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(CUSIP Number)
Neal C. Bradsher
Broadwood Capital, Inc.
724 Fifth Avenue, 9th Floor
New York, New York 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) 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 disclosures provided in a prior cover page.
The information required on 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 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. 85231230-5
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,219,788
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,219,788
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,219,788
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 85231230-5
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
WC, 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,219,788
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,219,788
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,219,788
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 85231230-5
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
25,900
8. SHARED VOTING POWER
3,219,788
9. SOLE DISPOSITIVE POWER
25,900
10. SHARED DISPOSITIVE POWER
3,219,788
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,245,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 85231230-5
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________________________________________________________________________________
Item 1. Security and Issuer.
STAAR Surgical Company, Common Stock, par value $0.01 per share (the
"Shares")
1911 Walker Avenue
Monrovia, California 91016
________________________________________________________________________________
Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Broadwood Partners, L.P. ("Broadwood
Partners"), Broadwood Capital, Inc. ("Broadwood Capital"), the general partner
of Broadwood Partners and 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").
Broadwood Partners is a Delaware limited partnership with its principal business
address at 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.
The Shares reported herein are held in the name of Broadwood Partners and Neal
C. Bradsher.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, 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
3,219,788 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own
3,219,788 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own
3,245,688 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; however, the U.S. business
has not grown sufficiently, although recent management changes appear likely to
accelerate domestic growth over time. The Reporting Persons intend to continue
to closely monitor results in this area, and may seek additional changes in
management and strategy if success is not achieved within a reasonable period of
time. Because the Issuer's increasing revenue growth and improving margins 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 3,219,788 Shares, constituting 11.0% of the Shares of the
Issuer, based upon the 29,306,259 Shares outstanding as of March 18, 2007.
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 3,219,788 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,219,788 Shares.
(a, b) As of the date hereof, Broadwood Capital may be deemed to be the
beneficial owner of 3,219,788 Shares, constituting 11.0% of the Shares of the
Issuer, based upon the 29,306,259 Shares outstanding as of March 18, 2007.
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 3,219,788 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,219,788 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 3,245,688 Shares, constituting 11.1% of the Shares of the
Issuer, based upon the 29,306,259 Shares outstanding as of March 18, 2007.
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 3,219,788 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 3,219,788 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 during the past 60 days by the Reporting
Persons are set forth in Exhibit B and all such transactions were effected in
open market transactions.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On June 20, 2007, STAAR Surgical Company repaid all of its indebtedness to
Broadwood Partners, L.P. under the Promissory Note that the Company and
Broadwood Partners, L.P. entered into on March 21, 2007. The Company repaid the
$4 million principal and paid the $98,630.14 accrued interest on the Promissory
Note. The warrant issued to Broadwood Partners, L.P. on March 21, 2007 will
remain outstanding, giving the Reporting Persons the right to purchase up to
70,000 shares of the Company's common stock at a purchase price of $6 per share
until March 21, 2013.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit C: Promissory Note (filed with the Commission on Form 8-K by the Issuer
on March 21, 2007 (incorporated by reference))
Exhibit D: Warrant Agreement (filed with the Commission on Form 8-K by the
Issuer on March 21, 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: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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/s/ Neal C. Bradsher
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Neal C. Bradsher
June 25, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated June 25, 2007 relating to the
Common Stock, par value $0.01 per share of STAAR Surgical Company shall be filed
on behalf of the undersigned.
Broadwood Partners, L.P.
By: Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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/s/ Neal C. Bradsher
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Neal C. Bradsher
June 25, 2007
Exhibit B
TRANSACTIONS IN THE SHARES
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TRANSACTIONS BY BROADWOOD PARTNERS
Date of Number of Shares Price
Transaction Purchased/(Sold) of Shares
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6/21/07 51,000 4.15
6/21/07 75,000 4.10
6/21/07 241,000 4.10
SK 22056 0001 786425