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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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June
16, 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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Broadwood
Partners, L.P.
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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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(b) [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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WC
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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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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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6,028,638
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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6,028,638
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,028,638
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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17.4%
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14.
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TYPE
OF REPORTING PERSON
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PN
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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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Broadwood
Capital, Inc.
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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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(b) [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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AF
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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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New
York
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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6,028,638
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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6,028,638
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,028,638
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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17.4%
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14.
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TYPE
OF REPORTING PERSON
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CO,
IA
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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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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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(a) [_]
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(b) [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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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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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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25,900
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8.
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SHARED
VOTING POWER
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6,028,638
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9.
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SOLE
DISPOSITIVE POWER
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25,900
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10.
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SHARED
DISPOSITIVE POWER
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6,028,638
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,054,538
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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17.4%
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14.
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TYPE
OF REPORTING PERSON
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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 APRIL 15,
2009.
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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 APRIL 15,
2009.
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Item
4.
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Purpose
of Transaction.
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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 has made substantial progress improving
its business operations globally. In particular, the Reporting
Persons believe that the Issuer has significantly improved the rate at
which it has achieved regulatory approvals of new products in various
countries, most notably in the U.S. The Reporting Persons
believe that the Issuer’s international business is performing well, with
particularly noteworthy improvement at STAAR Japan, Inc., the wholly-owned
subsidiary that was formed when the Issuer successfully acquired its
Japanese joint venture. The Reporting Persons believe that the
Issuer’s U.S. business results have improved following changes in strategy
and management; however, there is room for continued improvement in the
U.S. The Reporting Persons continue to 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 if
significant progress does not continue over time. Because the Issuer's
revenue growth and substantial 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.
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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 6,028,638 Shares, constituting 17.4% of the Shares of the Issuer,
based upon the 34,746,948 Shares deemed outstanding as of May 1,
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 6,028,638 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 6,028,638
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 6,028,638 Shares, constituting 17.4% of the Shares of the Issuer,
based upon the 34,746,948 Shares deemed outstanding as of June 17,
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 6,028,638 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 6,028,638
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 6,054,538 Shares, constituting 17.4% of the Shares of the Issuer,
based upon the 34,746,948 Shares deemed outstanding as of June 17,
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 6,028,638
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
6,028,638 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 Shares were purchased from the issuer
pursuant to a registered offering.
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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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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 15,
2009.
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Item
7.
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Material
to be Filed as Exhibits.
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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:
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Neal
C. Bradsher
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Title:
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President
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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:
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Neal
C. Bradsher
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Title:
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President
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/s/
Neal C. Bradsher
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NEAL
C. BRADSHER *
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June
24, 2009
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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.
|
||
|
By:
|
/s/
Neal C. Bradsher
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Name:
|
Neal
C. Bradsher
|
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Title:
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President
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|
/s/
Neal C. Bradsher
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NEAL
C. BRADSHER
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Date
of
Transaction
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Number
of Shares
Purchased/(Sold)
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Price Per Share
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6/16/09
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1,159,362
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$1.88
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