-----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, CPF+Q1A2BXY9xldYfmgA+2FKua7z0UQTSu73ewjYPOKBz1HBFvnIY0iXFjCitWZL Jfm73g/PCoPTo3u8mINuFQ== 0000906305-96-000029.txt : 19961209 0000906305-96-000029.hdr.sgml : 19961209 ACCESSION NUMBER: 0000906305-96-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961206 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUKO INFORMATION SYSTEMS INC /CA/ CENTRAL INDEX KEY: 0000108949 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 160962874 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47277 FILM NUMBER: 96676975 BUSINESS ADDRESS: STREET 1: 2235 QUME DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 3106524959 MAIL ADDRESS: STREET 1: 2235 QUME DR CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: GROWERS EXPRESS INC DATE OF NAME CHANGE: 19940224 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/A 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/A 1 NUKO INFORMATION SYSTEMS,INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) NUKO INFORMATION SYSTEMS, INC. (Name of Issuer) Common (Title of Class of Securities) 67052D206 (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490 203/254-0091 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 26, 1996 (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 98,800 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 98,800 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 98,800 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 .9 14 Type of Reporting Person IA 1 Name of Reporting Person PEQUOT GENERAL PARTNERS IRS Identification No. of Above Person 06-1321556 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 CONNECTICUT 7 Sole Voting Power 275,800 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 275,800 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 275,800 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 2.7 14 Type of Reporting Person PN 1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P. IRS Identification No. of Above Person 06-1324895 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 262,900 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 262,900 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 262,900 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 2.5 14 Type of Reporting Person PN ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.001 par value, (the "Shares") of NUKO Information Systems, Inc., ("NUKO"), a New York corporation. NUKO's principal executive office is located at 2235 Qume Drive, San Jose, California 95131. ITEM 2. IDENTITY AND BACKGROUND No Change ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 637,500 Shares. Of the 637,500 Shares, 275,800 Shares are owned by Pequot, 98,800 Shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, 262,900 Shares are owned by Pequot International. The 637,500 Shares were purchased in open market transactions at an aggregate cost of $3,922,037. The funds for the purchase of Shares held by Pequot and Pequot International were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. Such funds may also include the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley & Company, Inc., such loans being secured by securities, including certain shares of Common Stock of Nuko Information Systems, Inc. held by the various entities. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. ITEM 4. PURPOSE OF TRANSACTION No Change ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Persons beneficially own in the aggregate 637,500 Shares. These Shares represent approximately 6.1% of the 10,409,098 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the Shares held in the managed accounts. Pequot General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the Shares owned by Pequot. DS International Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the Shares owned by Pequot International. A description of the transactions of the Reporting Persons in the Shares that were effected during the past 60 days is set forth on Exhibit B. 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. THIS TABLE HAS BEEN SQUEEZED AS FAR AS IT CAN GO WITHOUT WORDS/## BREAKING UP. IF ATTY WANTS MORE INFO OR "MORE SPACE", HE'LL HAVE TO BUMP FONT TO SZ.8 AND/OR MAKE MARGINS THINNER. 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. December 6, 1996 Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Pequot General Partners By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner DS International Partners, L.P. By: /s Arthur J. Samberg Arthur J. Samberg, General Partner EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated December 6, 1996 relating to the Shares of NUKO Information Systems, Inc. shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Pequot General Partners By:/s/ Arthur J. Samberg Arthur J. Samberg, General Partner DS International Partners, L.P. By:/s/ Arthur J. Samberg Arthur J. Samberg, General Partner
EXHIBIT B to Schedule 13D NUKO INFORMATION SYSTEMS, INC. SCHEDULE 13D COMMON STOCK, $.001 CUSIP # 67052D206 PEQUOT PEQUOT DAWSON PARTNERS INTERNATIONAL SAMBERG # OF SHARES FUND, L.P. FUND, LTD. CAPITAL MGMT TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1033494 - -------------- ------------ ------- ----------- -------------- ------------- SHARES @ 09/25/96 905,600 430,600 370,200 104,800 ------------ ----------- -------------- ------------- 10/03/96 (15,000) 17.0417 (15,000) 0 0 10/04/96 (12,000) 16.8750 (12,000) 0 0 10/25/96 20,000 15.8594 9,400 9,200 1,400 10/25/96 7,500 15.6217 3,600 3,500 400 11/14/96 (10,000) 14.8750 (6,400) (2,500) (1,100) 11/15/96 (35,000) 15.3661 (21,400) (6,900) (6,700) 11/25/96 (50,000) 14.5000 (25,300) (24,700) 0 11/26/96 (20,000) 14.1094 (10,100) (9,900) 0 11/27/96 (25,000) 14.0000 (12,700) (12,300) 0 12/02/96 (5,000) 14.0000 (2,500) (2,500) 0 12/03/96 (2,500) 14.0000 (1,300) (1,200) 0 12/04/96 (8,000) 14.0000 (4,000) (4,000) 0 12/05/96 (113,100) 14.0332 (57,100) (56,000) 0 (268,100) (154,800) (107,300) (6,000) ------------ ----------- -------------- ------------- TOTAL SHARES @ 12/05/96 637,500 275,800 262,900 98,800 ============ =========== ============== =============
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