Based on the following information and the highlighted (yellow) allegations, can anyone find information in the SEC filings for PTSC that possibly might implicate Swartz, Lincoln, CC Investments, Bridgepointe, Castle Creek (and who knows) had acted as a group with respect to making an investment in the company.

Courts easily find a "group" for Sections 13(d) and 16(a) purposes

Section 13(d) of the Exchange Act requires that a shareholder who exceeds certain thresholds of beneficial ownership in a public company make certain filings with the SEC disclosing its holdings and its intentions with respect to such holdings. Section 13(d) and the related SEC regulations state that when two or more persons act as a group for the purpose of acquiring, holding, voting or disposing of equity securities of a public company, the group will be deemed to be a single shareholder for purposes of Section 13(d). Section 16(a) incorporates the group concept under Section 13(d) and subjects group members to short-swing trading liability under Section 16(b). Thus, if a group is found to exist and such group collectively holds more than 10% of a public company’s equity securities, then any group member can be required to disgorge any "profits" for any non-exempted purchase and sale transactions in which such member has a pecuniary interest in any six-month period.

Courts have previously held that a written agreement is not required as a prerequisite for forming a group. In Morales v. Quintel Entertainment Inc., 249 F. 3d 115 (2nd Cir. 2001), the court found that an agreement to act as a group may be formal or informal and may be proved by direct or circumstantial evidence. The court further elaborated that to find a Section 13(d) group, all that is required is that the members have combined to further a common objective with respect to acquiring, holding, voting or disposing of equity securities – there need not even be a specific set of agreed-upon terms governing such activities.

In Schaffer v. CC Investments, LDC, 99 Civ. 2821 (VM), 2002 U.S. Dist. LEXIS 24511 (S.D.N.Y. Dec. 20, 2002), the U.S. District Court for the Southern District of New York rejected the defendants’ motion for summary judgment, in which the plaintiff-stockholder had asserted that the defendants had acted as a group with respect to making an investment in a company and, in forming a group, were subject to liability under Section 16(b). The defendants had all participated in a private placement of preferred stock from the company. Despite the lack of direct or formal evidence of a group, the court found – after acknowledging that parallel activity is common among non-associated holders of securities – that it was a triable issue of fact, and therefore not suited for dismissal on summary judgment, whether the "minimal elements" of the investors reflect activities that could be reasonably interpreted as signifying an agreement among the defendants and a common objective with respect to acquiring, holding, voting or disposing of the company’s shares.

The factors identified by the court included:

the reliance on the common legal services of a single law firm in the drafting of agreements between the investors and the company, even though each defendant-investor had retained its own separate counsel;

the circulation of investment documents for comment among all defendant-investors prior to execution in final form;

the "belief of the company" that the defendant-investors were a group;

the receipt of the same benefits from the company by each defendant-investor with respect to certain modifications of the underlying documents; and

other acts done concurrently by each of the defendant-investors, such as the registration of certain security interests. The court specifically rejected the defendants’ argument that disagreements with respect to the investment among the defendant-investors indicated the lack of a group.

http://www.omm.com/newsroom/publication.aspx?pub=464

IV. SUFFICIENCY OF THE AMENDED COMPLAINT

This Court, in its previous Decision and Order, pointed out certain deficiencies contained in Schaffer's original complaint. The Court provided broad guidelines for what may be alleged by Schaffer to satisfy the pleading requirements, noting that, "Schaffer advances no allegations of interrelationships, contracts, alliances, meetings, agreements, coordinated activity, or understandings between or among any of the defendants regarding the conversion of preferred shares, the sale of common stock upon conversion or any other issue... Simply put, there is no evidence before the Court that defendants agreed to combine efforts in furtherance of any commonly held objective." See Schaffer v. CC Investments, 115 F.Supp.2d at 443.

The Court is satisfied that Schaffer's Amended Complaint addresses these shortcomings. In her new pleadings, Schaffer alleges that Defendants' commonly held objective was to acquire, hold, and dispose of equity securities issued by the Company. See Am. Compl. ¶ 26. There are numerous allegations of coordinated activity or concerted actions toward that goal:

26. At all relevant times, all of the defendants acted together for the purposes of acquiring holding and disposing of equity securities issued by the Company... all of the defendants collectively purchased 100% of the Preferred Stock...

27. Thus... in consideration for defendants' consent ... defendants, as a group, negotiated for, and received a put option to sell 351 preferred shares to the Company at a premium of 20%. The 16(b) Group also agreed collectively to a damages provision which allowed the defendants to allocate any damages payments from the Company among themselves and anticipated that the parties would negotiate with Lasersight as a group...

28. In March 1998, defendants, as a group, entered into a Series B Preferred Stock Agreement... Pursuant to this Agreement, defendants collectively agreed not to convert their then current preferred stock holdings... In return for this agreement, defendants, as a group, extracted significant benefits from the Company...

29. Finally, ... all of the defendants, acting as a group, sold their remaining preferred shares to the Company at a premium of 20%...

30.... Through their combined efforts, the 16(b) group was able to leverage their collective ownership in order to extract substantial economic benefits from the Company...

Am. Compl. ¶¶ 26-30.

In light of the foregoing discussion, the Court is satisfied that Schaffer has met the pleading standard of Fed.R. Civ.P. 8(a). At this state of the proceedings, prior to discovery, and accepting these factual assertions as true, Schaffer is entitled to seek discovery to substantiate her claim. Accordingly, the Court denies each of Defendants' motions to dismiss. The Court will allow Schaffer to proceed in limited discovery on the matter of whether Defendants —Societe Generale, Castle Creek Partners and CC Investments, and the Stark Defendants—formed a group whose understandings and activities regarding Lasersight Securities violated § 13(d).

http://scholar.google.com/scholar_case?case=8566486996690185920&hl=en&as_sdt=2&as_vis=1&oi=scholarr