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STAAR
Surgical Company
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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852312305
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(CUSIP
Number)
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Neal
C. Bradsher
c/o
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)
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April
15, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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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
[ ].
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CUSIP
No.
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852312305
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1.
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NAME
OF REPORTING PERSONS
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|||||
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Broadwood
Partners, L.P.
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||||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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|||||
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(b)
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[X]
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|||||
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3.
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SEC
USE ONLY
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|||||
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4.
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SOURCE
OF FUNDS
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|||||
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WC
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||||||
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||||
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Delaware
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||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||||||
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7.
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SOLE
VOTING POWER
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|||||
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0
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||||||
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8.
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SHARED
VOTING POWER
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|||||
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4,869,276
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||||||
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9.
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SOLE
DISPOSITIVE POWER
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|||||
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0
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||||||
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10.
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SHARED
DISPOSITIVE POWER
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|||||
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4,869,276
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||||||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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||||||
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4,869,276
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES
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[_]
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|||||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.2%
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||||||
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14.
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TYPE
OF REPORTING PERSON
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|||||
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PN
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||||||
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CUSIP
No.
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852312305
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|||||
|
1.
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NAME
OF REPORTING PERSONS
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|||||
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Broadwood
Capital, Inc.
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||||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|||||
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(a)
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[_]
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|||||
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(b)
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[X]
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|||||
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3.
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SEC
USE ONLY
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|||||
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4.
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SOURCE
OF FUNDS
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|||||
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AF
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||||||
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New
York
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||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||||||
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7.
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SOLE
VOTING POWER
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|||||
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0
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||||||
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8.
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SHARED
VOTING POWER
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|||||
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4,869,276
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||||||
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9.
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SOLE
DISPOSITIVE POWER
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|||||
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0
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||||||
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10.
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SHARED
DISPOSITIVE POWER
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|||||
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4,869,276
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||||||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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|||||
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PERSON
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||||||
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4,869,276
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||||||
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|||||
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CERTAIN
SHARES
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||||||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||||
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[_]
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||||||
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16.2%
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||||||
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14.
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TYPE
OF REPORTING PERSON
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|||||
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CO,
IA
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||||||
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CUSIP
No.
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852312305
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|||||
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1.
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NAME
OF REPORTING PERSONS
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Neal
C. Bradsher
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|||||
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(a)
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[_]
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|||||
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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|||||
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WC,
AF, OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||||
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United
States of America
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||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||||||
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7.
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SOLE
VOTING POWER
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|||||
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25,900
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||||||
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8.
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SHARED
VOTING POWER
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4,869,276
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9.
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SOLE
DISPOSITIVE POWER
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|||||
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25,900
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10.
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SHARED
DISPOSITIVE POWER
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|||||
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4,869,276
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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|||||
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PERSON
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||||||
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4,895,176
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||||||
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|||||
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CERTAIN
SHARES
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[_]
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|||||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||||
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16.3%
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||||||
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14.
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TYPE
OF REPORTING PERSON
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|||||
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IN
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CUSIP
No.
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852312305
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Item
1.
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Security
and Issuer.
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STAAR
Surgical Company, Common Stock, par value $0.01 per share (the
“Shares”)
STAAR
Surgical Company
1911
Walker Avenue
Monrovia,
California 91016
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Item
2.
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Identity
and Background.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON DECEMBER 12,
2008.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON DECEMBER 12,
2008.
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Item
4.
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Purpose
of Transaction.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON DECEMBER 12,
2008.
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Item
5.
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Interest
in Securities of the Issuer.
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(a,
b)
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As
of the date hereof, Broadwood Partners may be deemed to be the beneficial
owner of 4,869,276 Shares, constituting 16.2% of the Shares of the Issuer,
based upon the 30,018,013 Shares deemed outstanding as of March 30,
2009.
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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.
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(a,
b)
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As
of the date hereof, Broadwood Capital may be deemed to be the beneficial
owner of 4,869,276 Shares, constituting 16.2% of the Shares of the Issuer,
based upon the 30,018,013 Shares deemed outstanding as of March 30,
2009.
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.
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(a,
b)
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As
of the date hereof, Neal C. Bradsher may be deemed to be the beneficial
owner of 4,895,176 Shares, constituting 16.3% of the Shares of the Issuer,
based upon the 30,018,013 Shares deemed outstanding as of March 30,
2009.
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.
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(c)
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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.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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As
was previously disclosed, on December 14, 2007, Broadwood Partners, L.P.
(the “Partnership”) entered into (i) a senior promissory note (the
“Original Note”) with the Issuer by which the Partnership has loaned $5
million to the Issuer over a term of three years and at an interest rate
of 7% per annum and (ii) a warrant agreement granting the right to
purchase up to 700,000 shares of Common Stock at an exercise price of $4,
exercisable for a period of six years. The Note also provides that if the
Issuer has any indebtedness outstanding on the Note on June 1, 2009, the
Issuer will issue additional warrants on the same terms as set forth in
the warrant agreement in a number equal to 700,000 times the percentage of
the original $5 million principal that remains outstanding.
On
April 2, 2009, the Partnership and the Issuer entered into a Temporary
Waiver Agreement with respect to any event of default that may occur, or
may be deemed to have occurred, under the Original Note as a result of the
judgment in the case of Parallax Medical Systems, Inc.
v. STAAR. In consideration of the Temporary Waiver
Agreement, the Issuer agreed to amend the Original Note to grant to the
Partnership a security interest in all of the Issuer’s assets to secure
the Issuer’s obligations under the Original Note. To effectuate
this grant of a security interest, as of April 13, 2009 the Issuer and the
Partnership entered into an Amended and Restated Senior Secured Promissory
Note and a Security Agreement.
Apart
from the grant of a security interest, the terms and conditions of the
Amended and Restated Senior Secured Promissory Note are identical in all
material respects to the terms and conditions of the Original
Note.
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Item
7.
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Material
to be Filed as Exhibits.
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|
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Exhibit
A: Joint Filing Agreement.
Exhibit
B: Schedule of Transactions in the Shares of the Issuer.
Exhibit
C: Temporary Waiver Agreement, dated April 2, 2009, by and between the
Partnership and the Issuer (filed with the Commission on Form 10-K by the
Issuer on April 2, 2009 (incorporated by reference))
Exhibit
D: Amended and Restated Senior Secured Promissory Note between the Issuer
and the Partnership, dated April 13, 2009 (filed with the Commission on
Form 8-K by the Issuer on April 17, 2009 (incorporated by
reference)).
Exhibit
E: Security Agreement by and between the Issuer and the Partnership, dated
April 13, 2009 (filed with the Commission on Form 8-K by the Issuer on
April 17, 2009 (incorporated by reference)).
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BROADWOOD
PARTNERS, L.P.
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|
By:
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Broadwood
Capital, Inc.
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By:
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/s/
Neal C. Bradsher
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Name:
|
Neal
C. Bradsher
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|
Title:
|
President
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BROADWOOD
CAPITAL, INC.*
|
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|
By:
|
/s/
Neal C. Bradsher
|
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|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
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|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER *
|
||
|
April
22, 2009
|
||
|
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
|
||