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The following is an excerpt from a S-3 SEC Filing, filed by STAAR SURGICAL CO on 4/12/2005.
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STAAR SURGICAL CO - S-3 - 20050412 - SELLING_SHAREHOLDERS

SELLING STOCKHOLDERS

        The following table shows the names of the selling stockholders, and lists the number of shares of our common stock registered for sale by each of them under this prospectus. It also shows the total number of shares of common stock owned by them before and after the offering, and the percentage of our total outstanding shares represented by these amounts. The table assumes that each selling stockholder will sell all of the common stock being offered by this prospectus for their account. However, the selling stockholders have no obligation to sell any of their shares, so we cannot determine the exact number of shares they actually will sell. None of the selling stockholders has had a material relationship with us within the past three years other than as a result of the selling stockholder’s ownership of our securities.

        President Street Fund, L.P., ProMed Management, Inc. and SF Capital Partners, Ltd. are affiliates of registered broker-dealers. We have been informed by each of these selling security holders that they acquired the securities offered by this prospectus for their own account or the accounts of their affiliates in the ordinary course of their business, and that, at the time they acquired the securities, they had no agreement or understanding, direct or indirect, with any person to distribute the securities.

        The table is based on information provided by the selling stockholders, and does not necessarily indicate beneficial ownership for any other purpose. The number of shares of common stock beneficially owned by the selling stockholders is determined in accordance with the rules of the SEC. The term “selling stockholders” includes the stockholders listed below and their transferees, assignees, pledgees, donees or other successors. The percent of beneficial ownership for each selling stockholder is based on 24,790,638 shares of common stock outstanding as of April  11, 2005.

Percent of
Percent of Number of Number of Outstanding
Number of Outstanding Shares of Shares of Shares of
Shares of Shares of Common Stock Common Stock Common Stock
Common Stock Common Stock to be Offered Beneficially Beneficially
Owned Prior Owned Prior Pursuant to Owned After Owned After
Name of Selling Stockholder to Offering (1) to Offering (1) this Prospectus the Offering (2) the Offering (2)
Alpha US Sub Fund V, LLC(3)   58,020   *(4)   43,668   14,352   *  
Andesite Management, L.P.(5)   372,900   1.5%   115,000   257,900   1.0%  
Andover Capital Partners, L.P.(6)   657,287   2.7%   148,800   508,487   2.1%  
Andover Capital Offshore Partners, Ltd.(6)   390,713   1.6%   91,200   299,513   1.2%  
Broadwood Partners, L.P.(7)   1,473,830   6.0%   246,000   1,227,830   5.0%  
Cameron QTIP Trust(8)   105,000   *   20,000   85,000   *  
Cameron Survivors Trust(8)   55,000   *   10,000   45,000   *  
Chad Dunn   51,000   *   15,000   36,000   *  
Craig Drill Capital, L.P.(9)   160,000   *   160,000   --   --  
East Hudson Inc. (BVI) (10)   75,100   *(19)   28,300   46,800   *  
Ivy MA Holdings 3, LLC(3)   213,512   *(4)   160,420   53,092   *  
Lubomir Skrobak   493,210   2.0%   80,000   413,210   1.7%  
Paul Rogan   87,100   *   15,000   72,100   *  
President Street Fund, L.P.(11)   80,000   *   50,000   30,000   *  
ProMed Management, Inc. (12)   735,525   3.0%   300,000   435,525   1.8%  
Seamark Fund, L.P.(13)   235,000   *   100,000   135,000   *  
SF Capital Partners Ltd.(14)   709,276   2.9%   650,000   59,276   *  
SLST Co. Corp(15)   37,575   *   20,000   17,575   *  
Special Situations Cayman Fund, L.P.(16)   371,100   1.5%(17)   215,000   156,100   *  
Special Situations Fund III, L.P.(16)   1,301,096   5.3% (17)   755,000   546,096   2.2%  
Special Situations Private Equity Fund,   497,207   2.0%(17)   289,000   208,027   *  
L.P.(16)  
Symmetry Capital Offshore Fund Ltd. (3)   78,911   *(4)   68,947   9,964   *  
Symmetry Capital Partners L.P. (3)   32,205   *(4)   28,411   3,794   *  
Symmetry Capital Qualified Partners L.P.(3)   205,659   *(4)   180,118   25,541   *  
Symmetry Parallax Partners L.P. (3)   20,941   *(4)   18,436   2,505   *  
The Conus Fund, L.P. (18)   356,730   1.4%(19)   92,300   264,430   1.1%  
The Conus Fund Offshore Ltd.(10)   78,100   *(19)   29,400   48,700   *  
The Conus Fund (QP) L.P.(18)   133,427   *(19)   50,000   83,427   *  
Ursus Capital, L.P.(20)   159,800   *   81,000   78,800   *  
Ursus Offshore Ltd.(20)   62,700   *   29,000   33,700   *  
Willis and Daphne Stephens   46,000   *   10,000   36,000   *  

__________________

* Represents less than 1% of the outstanding shares

(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, the number of shares beneficially owned includes any shares as to which a person has sole or shared voting power or investment power. Shares that a person has the right to acquire within 60 days of the date of this prospectus are included in the shares owned by that person and are treated as outstanding for purposes of calculating the ownership percentage of that person, but not for any other person.

(2) Assumes that all shares being offered by each selling stockholder under this prospectus are sold, that the selling stockholder acquires no additional shares of common stock before the completion of this offering, and that the selling stockholder disposes of no shares of common stock other than those offered under this prospectus.

(3) The management of these funds is directed by Symmetry Capital Management, LLC. As portfolio manager of Symmetry Capital Management, LLC, Kellie Seringer exercises voting and dispositive power over the shares held of record by Alpha US Sub Fund V, LLC, Ivy MA Holdings 3, LLC, Symmetry Capital Offshore Fund Ltd., Symmetry Capital Partners L.P., Symmetry Capital Qualified Partners, L.P. and Symmetry Parallax Partners L.P.

(4) The 609,248 total shares over which Kellie Seringer, as portfolio manager of Symmetry Capital Management, LLC exercises voting and dispositive power comprise approximately 2.6% of the outstanding shares of STAAR Surgical Company.

(5) Includes 77,223 shares held before this offering and 53,408 shares held after this offering by Andesite Life Sciences I, L.P., 55,919 shares held before this offering and 38,674 shares held after this offering by Andesite Life Sciences II, L.P., and 239,758 shares held before this offering and 165,818 shares held after this offering by Andesite Life Sciences Ltd. The management of these funds is directed by Andesite Management, L.P. As managing member of Andesite Management, L.P., Hamilton Mehlman exercises sole voting and investment power over the shares.

(6) David Glancy as managing director of Andover Capital Partners, L.P. and president of Andover Capital Offshore Partners, Ltd., exercises voting and dispositive power over the shares held of record by Andover Capital Partners, L.P. and Andover Capital Offshore Partners, Ltd.

(7) Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P. As the president of Broadwood Capital, Inc., Neal C. Bradsher exercises voting and dispositive power over the shares held of record by Broadwood Partners, L.P. Mr. Bradsher also beneficially owns 25,900 shares over which he exercises sole voting and dispositive power.

(8) Ralph Cameron, as the trustee of the Cameron QTIP Trust and the Cameron Survivors Trust, exercises voting and dispositive power over the shares held of record by Cameron QTIP Trust and Cameron Survivors Trust.

(9) Craig Drill Capital, LLC is the general partner of Craig Drill Capital, L.P. As the manager of Craig Drill Capital, LLC, Craig A. Drill exercises voting and dispositive power over the shares held of record by Craig Drill Capital, L.P.

(10) Conus Partners, Inc. is the investment manager of East Hudson, Inc. (BVI) and The Conus Fund Offshore Ltd. As managing director of Conus Partners, Inc., Andrew Zacks exercises voting and dispositive power over the shares held of record by East Hudson Inc. (BVI) and The Conus Fund Offshore Ltd.

(11) Francis A. Mlynarczyk, Jr. is the general partner of President Street Fund, L.P., and exercises voting and dispositive power over the shares held of record by President Street Fund, L.P. In addition, Mr. Mlynarczyk, and his wife, Rebecca K. Mlynarczyk, beneficially own a total of 7,500 shares over which they jointly exercise voting and dispositive power. Mr. Mlynarczyk is the chief operating officer of Brimberg & Co., L.P., a registered broker dealer.

(12) Includes 24,614 shares held before this offering and 14,530 shares held after this offering by ProMed Offshore Fund, Ltd., 519,038 shares held before this offering and 307,670 shares held after this offering by ProMed Offshore Fund II, Ltd., 152,558 shares held before this offering and 90,065 shares held after this offering by ProMed Partners, L.P., 39,315 shares held before this offering and 23,260 shares held after this offering by ProMed Partners II, L.P. The management of these funds is directed by ProMed Management, Inc. through the two investment managers, David Musket and Barry Kurokawa. Mr. Musket is a principal of Musket Research Associates, a registered broker dealer, and Mr. Kurokawa is a registered representative of Musket Research Associates.

(13) Seamark Capital, L.P., is the general partner of Seamark Fund, L.P. As the managing partner of Seamark Fund, L.P., John D. Fraser exercises voting and dispositive power of the shares held of record by Seamark Fund, L.P.

(14) Michael A. Roth and Brian J. Stark possess voting and dispositive power over all of the shares owned by SF Capital Partners Ltd. SF Capital Partners Ltd. is affiliated with the registered broker dealers Reliant Trading and Shepherd Trading Limited.

(15) Steven The, as the president of SLST Co. Corp, exercises voting and dispositive power over the shares held of record by SLST Co. Corp.

(16) MGP Advisors Limited (“MGP”) is the general partner of Special Situations Fund III, L.P. AWM Investment Company, Inc. (“AWM”) is the general partner of MGP and the general partner of and investment adviser to Special Situations Cayman Fund, L.P. MG Advisers, LLC (“MG”) is the general partner of and investment adviser to Special Situations Private Equity Fund, L.P. As the principal owners of MGP, AWM, and MG, Austin W. Marxe and David M. Greenhouse exercise voting and dispositive power over the shares held of record by Special Situations Cayman Fund, L.P., Special Situations Fund III, L.P., and Special Situations Private Equity Fund, L.P.

(17) The 2,169,403 total shares over which the persons described in footnote (16) exercise voting and dispositive power comprise approximately 8.8% of the outstanding shares of STAAR Surgical Company.

(18) Conus Capital LLC is the general partner of The Conus Fund, L.P. and The Conus Fund (QP) L.P. As managing member of Conus Capital LLC, Andrew Zacks exercises voting and dispositive power over the shares held of record by The Conus Fund, L.P. and The Conus Fund (QP) L.P.

(19) The 643,357 total shares over which Andrew Zacks, as managing director of Conus Partners, Inc. and as managing member of Conus Capital LLC exercises voting and dispositive power comprise approximately 2.6% of the outstanding shares of STAAR Surgical Company.

(20) Evan Sturza, as the managing director of Ursus Capital L.P. and president of Ursus Offshore Ltd., exercises voting power and dispositive power over the shares held of record by Ursus Capital L.P. and Ursus Offshore Ltd.


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