-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MCLE9WBO5mzx8ZNILB5uE7A+coY/oP8GE9nKfmNpHrzAWVD/WD5S5+Vp0BgMIhdS DAl6Yvkgk/c7weN9kDvWew== 0000906305-97-000048.txt : 19970806 0000906305-97-000048.hdr.sgml : 19970806 ACCESSION NUMBER: 0000906305-97-000048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970805 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 943140772 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49603 FILM NUMBER: 97651419 BUSINESS ADDRESS: STREET 1: 875 BATTERY ST STREET 2: STE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155466600 MAIL ADDRESS: STREET 1: 875 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /CT CENTRAL INDEX KEY: 0000906305 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061033494 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032540091 MAIL ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 SC 13D 1 DIGITAL GENERATION SYSTEMS, INC., SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. #__) Digital Generation Systems, Inc. (Name of Issuer) Common (Title of Class of Securities) 253921100 (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave. Southport CT 06490 Attn: Amiel M. Peretz 203/254-0091 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o. Check the following box if a fee is being paid with this statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). 1 Name of Reporting Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. IRS Identification No. of Above Person 06-1033494 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization CONNECTICUT 7 Sole Voting Power 1,026,311 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 1,026,311 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,026,311 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 7.8% 14 Type of Reporting Person IA 1 Name of Reporting Person PEQUOT PRIVATE EQUITY PARTNERS, LLC IRS Identification No. of Above Person 06-1469967 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 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 DELAWARE 7 Sole Voting Power 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 681,333 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.3% 14 Type of Reporting Person OO ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, no par value, of Digital Generation Systems, Inc. ("DGIT") a California Corporation. DGIT's principal executive office is located at 875 Battery Street, San Francisco, CA 94111. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, and Pequot Private Equity Partners, LLC ("Equity Partners"), a limited liability company formed under the laws of Delaware (collectively, the "Reporting Persons"). The principal business of Dawson-Samberg, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The principal shareholders of Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. The principal business of Equity Partners is to serve as the general partner of Pequot Private Equity Fund, L.P. ("Private Equity"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments, and to serve as investment manager of Pequot Offshore Private Equity Fund, Inc. ("Offshore Private Equity"), a corporation formed under the laws of the British Virgin Islands to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are both members of Equity Partners. The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective members, officers, directors or controlling persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons, their respective members, officers, directors or controlling persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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, under rule 13d-3(d) (1) (i) under the Securities Exchange Act of 1934, Dawson-Samberg is deemed to be the beneficial owner of 1,026,311 shares of the Company's Common Stock by virtue of the Series A Convertible Preferred Stock (the "Shares") held by accounts for which it (or its principals) exercises investment discretion, as follows; 172,489 Shares are owned by Pequot Partners Fund, L.P. ("Pequot") , a Delaware limited partnership, 172,489 Shares are owned by Pequot International Fund, Inc. ("International"), a corporation formed under the laws of the British Virgin Islands, 604,763 Shares are owned by Private Equity and 76,570 Shares are owned by Offshore Private Equity. As of the date hereof, Equity Partners beneficially owns in the aggregate 681,333 shares of the Company's Common Stock by virtue of the 604,763 Shares owned by Private Equity and the 76,570 Shares owned by Offshore Private Equity. The 1,026,311 Shares were purchased in a Private Placement directly from the Company @ $3.535 per Share for a total of $3,628,012.50. The funds for the purchase of Shares held by all of the entities were obtained from the contributions of their various partners/shareholders. Such funds, in the case of Pequot and International, may also include the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley & Company, Inc. ITEM 4. PURPOSE OF TRANSACTION The Shares held by the above-mentioned entities were acquired for, and are being held for, investment purposes. The acquisitions of the Shares described herein were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. The Reporting Persons, on behalf of the above-mentioned entities, reserves the right to purchase additional Shares or shares of the Company's Common Stock or to dispose of the Shares or the shares of the Company's Common Stock in the open market or in privately negotiated transactions or in any other lawful manner in the future, including engaging in short sales of the Shares or the shares of the Company's Common Stock, and to take whatever action with respect to each of such entities' holdings of the Shares or the shares of the Company's Common Stock it deems to be in the best interests of such entities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Dawson-Samberg and Equity Partners beneficially own in the aggregate 1,026,311 and 681,333 shares, respectively. These shares, if converted, would represent approximately 7.8% and 5.3%, respectively, of the 13,126,136 and 12,781,158 shares, respectively, of DGIT's Common Stock which would be outstanding if the Series A Convertible Preferred Stock owned by such Reporting Person was converted into Common Stock. Dawson-Samberg (or its principals) has the sole power to vote, direct the vote, dispose and direct the disposition of all of the 1,026,311 Shares beneficially owned by Dawson-Samberg. Equity Partners does not currently have the power to vote, direct the vote, dispose and direct the disposition of the 681,333 Shares beneficially owned by Equity Partners but may acquire such powers by terminating its investment management agreement with Dawson-Samberg. The only transaction of the Reporting Persons in the past 60 days was the entering into a purchase agreement with the Company to purchase a total of 2,524,752 Shares of Series A Convertible Preferred Stock @ $3.535 per share in a private placement. The first closing of 1,026,311 Shares pursuant to this purchase agreement was on 7/25/97 and is the subject of this filing. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of a written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is attached hereto as Exhibit A. After a reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. August 5, 1997 Dawson-Samberg Capital Management, Inc. By: /s/ Amiel M. Peretz Amiel M. Peretz, Chief Financial Officer Pequot Private Equity Partners, LLC By: /s/ Amiel M. Peretz Amiel M. Peretz, Member EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated August 5, 1997 relating to the Shares of DGIT shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Amiel M. Peretz Amiel M. Peretz, Chief Financial Officer Pequot Private Equity Partners, LLC By: /s/ Amiel M. Peretz Amiel M. Peretz, Member -----END PRIVACY-ENHANCED MESSAGE-----