UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
STAAR SURGICAL COMPANY
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
852312305
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 852312305
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1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
HALSEY ADVISORY AND MANAGEMENT, LLC
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization NEW YORK, UNITED STATES
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Number of Shares 5) Sole Voting Power 0
Beneficially ---------------------------------------------------
Owned by Each 6) Shared Voting Power 0
Reporting ---------------------------------------------------
Person With 7) Sole Dispositive Power 0
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8) Shared Dispositive Power 1,493,486
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,493,486
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10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
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11) Percent of Class Represented by Amount in Item 9 6%
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12) Type of Reporting Person (See Instructions) IA, CO
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CUSIP No. 852312305
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1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
TYSON HALSEY
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization NEW YORK
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Number of Shares 5) Sole Voting Power 221,400
Beneficially ---------------------------------------------------
Owned by Each 6) Shared Voting Power 0
Reporting ---------------------------------------------------
Person With 7) Sole Dispositive Power 221,400
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8) Shared Dispositive Power 1,493,486
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,714,886
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10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
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11) Percent of Class Represented by Amount in Item 9 6.9%
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12) Type of Reporting Person (See Instructions) IN, HC
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ITEM 1.
(A) NAME OF ISSUER STAAR SURGICAL COMPANY
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE
1911 WALKER AVENUE
MONROVIA, CA 91016
ITEM 2.
(A) NAME OF PERSONS FILING HALSEY ADVISORY & MANAGEMENT, LLC;
TYSON HALSEY
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE
45 ROCKEFELLER
(C) CITIZENSHIP NEW YORK, UNITED STATES
(D) TITLE OF CLASS OF SECURITIES
COMMON STOCK, $0.01 PAR VALUE
(E) CUSIP NUMBER
852312305
ITEM 3.
If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 780).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)
(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See Item 9 of cover pages
(b) Percent of class: See Item 11 of cover pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of cover pages
(ii) Shared power to vote or to direct the vote:
See Item 6 of cover pages
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of cover pages
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of cover pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following /_/.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION.
By signing below we certify that, to the best of our knowledge and belief, the
securities referred to above were not acquired and are not held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Dated: February 8, 2005
By: HALSEY ADVISORY & MANAGEMENT, LLC
/s/ TYSON HALSEY
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Name: Tyson Halsey
Title: Managing Member
/s/ TYSON HALSEY
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Name: Tyson Halsey
Exhibit A
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that the Schedule
13G (the "Statement") to which this Agreement is attached is being filed on
behalf of the persons listed below. Each of the persons listed hereby
acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, each person on whose behalf the Statement is
filed is responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein, and that such person is not responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is accurate.
By: HALSEY ADVISORY & MANAGEMENT, LLC
/s/ TYSON HALSEY
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Name: Tyson Halsey
Title: Managing Member
/s/ TYSON HALSEY
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Name: Tyson Halsey
Exhibit B
DISCLAIMER OF BENEFICIAL OWNERSHIP
Tyson Halsey disclaims beneficial ownership as to all shares beneficially owned
for Section 13(G) filing purposes by Halsey Advisory & Management, LLC as
Investment Adviser.