SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Microvision, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
594960106
(CUSIP Number)
May 4, 2006
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G 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 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 purposes 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).
Continued on following pages
(Page 1 of 11 Pages)
Exhibit List: Page 11
CUSIP No. 594960106 13G Page 2 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
ANGUILLA
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,478,456
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,478,456
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,456
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 594960106 13G Page 3 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SATELLITE ASSET MANAGEMENT, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,478,456
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,478,456
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,456
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
[ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 594960106 13G Page 4 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SATELLITE FUND MANAGEMENT, LLC
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,478,456
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,478,456
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,456
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
[ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 594960106 13G Page 5 of 11 Pages
____________________________________________________________________________
Item 1(a). NAME OF ISSUER:
MICROVISION, INC. (the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6222 185th Avenue NE, Redmond, WA 98052
Item 2(a). NAME OF PERSON FILING:
This statement is filed by:
(i) Satellite Strategic Finance Associates, LLC ("SSFA")
(ii) Satellite Asset Management, L.P. ("Satellite Asset Management"); and
(iii) Satellite Fund Management LLC ("Satellite Fund Management").
This statement relates to Shares (as defined herein) held by SSFA
over which Satellite Asset Management has discretionary investment
trading authority. The general partner of Satellite Asset Management
is Satellite Fund Management. Satellite Fund Management has four
members that make investment decisions on behalf of SSFA. Investment
decisions made by such members, when necessary, are made through
approval of a majority of such members.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of each of the Reporting Persons is
623 Fifth Avenue, 19th Floor, New York, NY 10022
Item 2(c). CITIZENSHIP:
1) SSFA is an Anguilla limited liability company;
2) Satellite Asset Management is a Delaware limited partnership; and
3) Satellite Fund Management is a Delaware limited liability company.
CUSIP No. 594960106 13G Page 6 of 11 Pages
__________________________________________________________________________
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value per share (the "Shares")
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [x] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [ ]
CUSIP No. 594960106 13G Page 7 of 11 Pages
____________________________________________________________________________
Item 4. OWNERSHIP.
The percentages used herein and in the rest of Item 4 are calculated based
upon the 25,243,000 shares of Common Stock issued and outstanding as of
May 1, 2006, as described in the Issuer's Form 10-Q for the quarter ended
March 31, 2006, in addition to 1,353,066 shares issued pursuant to
the Conversion Agreement dated as of May 3, 2006, as described in the
Issuer's Form 8-K filed on May 4, 2006.
Satellite Strategic Finance Associates, LLC
--------------------------------------------
(a) Amount beneficially owned: 1,478,456
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,478,456
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 1,478,456
Satellite Asset Management, L.P.
---------------------------------
(a) Amount beneficially owned: 1,478,456
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,478,456
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 1,478,456
Satellite Fund Management, LLC
--------------------------
(a) Amount beneficially owned: 1,478,456
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
CUSIP No. 594960106 13G Page 8 of 12 Pages
____________________________________________________________________________
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,478,456
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 1,478,456
Satellite Asset Management and Satellite Fund Management expressly
declare that this filing shall not be construed as an admission that each is,
for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by this filing.
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 5% OF THE CLASS OF SECURITIES,
CHECK THE FOLLOWING [ ]
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Satellite Asset Management has the power to direct the receipt of
dividends from, or proceeds from the sale of, the securities held for
the account of SSFA.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
This Item 7 is not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This Item 8 is not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
This Item 9 is not applicable.
CUSIP No. 594960106 13G Page 9 of 11 Pages
____________________________________________________________________________
Item 10. CERTIFICATION.
Each of the Reporting Persons hereby makes the following
certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
CUSIP No. 594960106 13G Page 10 of 11 Pages
____________________________________________________________________________
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement
is true,complete and correct.
DATED: May 12, 2006 SATELLITE STRATEGIC FINANCE ASSOCIATES,LLC
By: Satellite Asset Management L.P.,
as Investment Manager
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: General Counsel
DATED: May 12, 2006 SATELLITE ASSET MANAGEMENT, L.P.
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: General Counsel
DATED: May 12, 2006 SATELLITE FUND MANAGEMENT LLC
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: Attorney-in-Fact
CUSIP No. 594960106 13G Page 11 of 11 Pages
____________________________________________________________________________
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13G
with respect to the Common Stock of Microvision, Inc., dated as of May 12, 2006,
is, and any amendments thereto (including amendments on Schedule 13G) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
DATED: May 12, 2006 SATELLITE STRATEGIC FINANCE ASSOCIATES,LLC
By: Satellite Asset Management L.P.,
as Investment Manager
By: /s/ Simon Raykher
------------------------
Name: Simon Raykhe r
Title: General Counsel
DATED: May 12, 2006 SATELLITE ASSET MANAGEMENT, L.P.
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: General Counsel
DATED: May 12, 2006 SATELLITE FUND MANAGEMENT LLC
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: Attorney-in-Fact