sc13dza

0000950123-10-066039.txt : 20100716 0000950123-10-066039.hdr.sgml : 20100716 20100716171115 ACCESSION NUMBER: 0000950123-10-066039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100716 DATE AS OF CHANGE: 20100716 GROUP MEMBERS: TEXAS ADDISON LIMITED PARTNERSHIP GROUP MEMBERS: TEXAS BARRINGTON LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURT DAVID R CENTRAL INDEX KEY: 0001174307 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 259 GRANVILLE LN CITY: NORTH ANDOVER STATE: ME ZIP: 01845 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYRIS, INC. CENTRAL INDEX KEY: 0001166220 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 010579490 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78509 FILM NUMBER: 10957021 BUSINESS ADDRESS: STREET 1: 6401 HOLLIS STREET STREET 2: SUITE 125 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 800-768-2929 MAIL ADDRESS: STREET 1: 6401 HOLLIS STREET STREET 2: SUITE 125 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: JL HALSEY CORP DATE OF NAME CHANGE: 20020129 SC 13D/A 1 w79259sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Lyris, Inc.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

46622H 10 3

(CUSIP Number)

David R. Burt
714 Hawkshead Road
Timonium, MD 21093
410 560 5901

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 10, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 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 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.		46622H 10 3

NAMES OF REPORTING PERSONS.

I.R.S. Identification Nos. of above persons (entities only)
Mr. David R. Burt

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,010,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

5,010,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,010,000

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.85%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

*The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

NAMES OF REPORTING PERSONS.

I.R.S. Identification Nos. of above persons (entities only)
Texas Addison Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,010,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

5,010,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,010,000

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.85%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

*The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

NAMES OF REPORTING PERSONS.

I.R.S. Identification Nos. of above persons (entities only)
Texas Barrington LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,010,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

5,010,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.85%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

*The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

This Amendment No. 5 to Schedule 13D amends and supplements Item 6 contained in the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on or about March 6, 2007, by David R. Burt (“Burt”), Texas Addison Limited Partnership (“Addison”) and Texas Barrington LLC (“Barrington,” and together with Burt and Addison, the “Reporting Persons”), with respect to the Common Stock, $0.01 par value (“Common Stock”), of Lyris, Inc (the “Issuer”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on or about October 3, 2002, Amendment No. 2 to Schedule 13D filed with the SEC on or about January 3, 2003, and Amendment No. 3 to Schedule 13D filed with the SEC on or about January 13, 2002. Items 1 — 5 of Schedule 13D, as amended by Amendment Nos. 1, 2 and 3, remain unchanged. Each capitalized term used herein and not otherwise defined has the meaning given in the original Schedule 13D. Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On March 10, 2010, Burt, Addison, Meudon Investments and Ty Comfort (“Comfort”) entered into a Stock Purchase Agreements (the “Agreements”) pursuant to which Addison has sold (A) 1,500,000 shares of Lyris common stock to Meudon Investments and (b) 1,500,000 shares of Lyris Common Stock to Comfort. The purchase price to be paid by LDN and Blair for the Sale Shares is $0.33 per share, or an aggregate of $990,000. As a result of this transaction, Burt and Addison own 4.85% of Lyris common stock.

Item 7. Material to Be Filed as Exhibits

	10.1		Stock Purchase Agreements between Addison and Meudon Investments and Ty Comfort.*

	99.1		Joint Filing Statement dated May 27, 2002, among the Reporting Persons (previously filed as Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on May 28, 2002, and is incorporated by reference thereto).


*		Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Date: 3/11/2010	/s/ DAVID R. BURT
	David R. Burt

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	TEXAS BARRINGTON LLC
Date: 3/11/2010	By:	/s/ DAVID R. BURT
		David R. Burt
		President, Treasurer and Secretary

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	TEXAS ADDISON LIMITED PARTNERSHIP
	By:	TEXAS BARRINGTON LLC,
		its general partner



Date: 3/11/2010	By:	/s/ DAVID R. BURT
		David R. Burt
		President, Treasurer and Secretary

EXHIBIT INDEX

	10.1		Agreement and Mutual Release, dated March 8, 2007, by and among J.L. Halsey Corporation, David R. Burt, Texas Addison Limited Partnership, LDN Stuyvie Partnership and Andrew Richard Blair.*

	99.1		Joint Filing Statement dated May 27, 2002, among the Reporting Persons (previously filed as Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on May 28, 2002, and is incorporated by reference thereto).


*		Filed herewith

EX-10.1 2 w79259exv10w1.htm EX-10.1 exv10w1

STOCK TRANSFER AGREEMENT

This Stock Transfer Agreement (this “Agreement”) is made and entered into as of March 5, 2010, (the “Effective Date”) by and among William T. Comfort, III (“Purchaser”) and Texas Addison Limited Partnership (the “Seller”).

1. SALE AND PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller an aggregate of one million five hundred thousand (1,500,000) shares of the Common Stock of Lyris, Inc., a Delaware corporation, (collectively, the “Shares”), at a price of $0.33 per share, for an aggregate purchase price of four hundred ninety-five thousand dollars ($495,000) (the “Purchase Price”),

2. CLOSING.

2.1 Deliveries by Seller. Seller hereby delivers to the transfer agent for the Company’s shares: (a) any share certificates representing the Shares and (b) a Stock Power and Assignment Separate from Stock Certificate, in substantially the form attached hereto as Exhibit A (a “Stock Power”). Seller hereby delivers to the Purchaser an executed copy of this Agreement.

2.2 Deliveries by Purchaser. Purchaser hereby delivers to the Seller (a) an executed copy of this Agreement and (b) the Purchase Price of the Shares by means of wire transfer or official bank check made payable to Seller.

2.3 Deliveries of Stock Certificate. Seller hereby instructs the transfer agent for the Company’s shares to: (a) cancel any stock certificate issued to Seller representing the Shares; (b) issue a duly executed stock certificate evidencing the Shares in Purchaser’s name; and (c) issue a duly executed stock certificate evidencing the number of shares remaining after the transfer to Purchaser, if any, in Seller’s name.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to Seller as follows.

3.1 Status. Purchaser has full legal right, power and authority to enter into and perform his obligations under this Agreement and to purchase the Shares under this Agreement.

3.2 No Conflicts. Purchaser’s execution and delivery of this Agreement does not, and performance of the transactions contemplated hereby will not: (a) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or provisions of any agreement, document or instrument to which Purchaser is a party or by which Purchaser is bound, or (b) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local administrative agency or commission or any governmental authority or instrumentality applicable to Purchaser.

3.3 Binding Agreement. This Agreement is a legal, valid and binding agreement of Purchaser enforceable against him in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows.

4.1 Status. Seller is duly organized, validly existing and is in good standing under the laws of its jurisdiction of organization. Seller has full legal right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Shares under this Agreement.

4.2 No Conflicts. Seller’s execution and delivery of this Agreement does not, and performance of the transactions contemplated hereby will not: (a) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or provisions of any agreement, document or instrument to which Seller is a party or by which Seller is bound, or (b) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local administrative agency or commission or any governmental authority or instrumentality applicable to Seller.

4.3 Binding Agreement. This Agreement is a legal, valid and binding agreement of Seller enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

4.4 Title to Shares. Seller owns, of record and beneficially, all of the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever. Upon purchase of the Shares pursuant to this Agreement, Purchaser shall receive good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever.

4.5 Transfer for Own Account. Seller is selling the Shares not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the 1933 Act. No portion of the Purchase Price will be received indirectly by the Company.

4.6 No General Solicitation. At no time has Seller presented Purchaser with or solicited Purchaser through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the transfer of the Shares.

4.7 Consents. All consents, approvals, authorizations and orders required for the execution and delivery of this Agreement and the transfer of the Shares under this Agreement have been obtained and are in full force and effect.

5. COMPLIANCE WITH LAWS AND REGULATIONS. The sale and transfer of the Shares will be subject to and conditioned upon compliance by Purchaser with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.

6. GENERAL PROVISIONS.

6.1 Saccessors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement.

8.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.

8.3 Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States; or (c) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by express courier. All notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address set forth below the signature lines of this Agreement or at such other address as such other party may designate by one of the indicated means of notice herein to the other party hereto, A “business day” shall be a day, other than Saturday or Sunday, when the banks in the city of Wilmington, Delaware are open fox business.

8.4 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

8.5 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

8.6 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

8.7 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect,

such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement, Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

8.8 Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

8.9 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Stock Transfer Agreement to be executed by its duly authorized representative and Seller and Purchaser have each executed this Stock Transfer Agreement, as of the Effective Date.

SELLER:
Texas Addison Limited Partnership

PURCHASER:
William T. Comfort, III

By: Texas Barrington LLC, its General Partner

By:

/s/ David Burt

By:

/s/ William T. Comfort

Its: President

Address: Apartment 2

Address: 714 Hawkshead Road

21 Manresa Road

Timonium MD 21093

Chelsea, London SW3 6LZ

Attachment:
Exhibit A — Seller’s Stock Power

EXHIBIT A

SELLER’S STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE