sc13dza

Sole power to vote or to direct the vote: 0

Shared power to vote or to direct the vote: 2,092,810

Sole power to dispose or to direct the disposal of: 0

Shared power to dispose or to direct the disposal of: 2,092,810

-----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, J+8cLfOM/EFF2gxlWPJ1SW4Lo1fXDL5PH/LZnsJQYBylSBVH/AVRM3UUhZE8svxN XtrerpoVJeWbE5tQralmlw== 0000950133-04-004681.txt : 20041217 0000950133-04-004681.hdr.sgml : 20041217 20041217165451 ACCESSION NUMBER: 0000950133-04-004681 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 GROUP MEMBERS: CARL D. THOMA GROUP MEMBERS: TC PARTNERS VII, L.P. GROUP MEMBERS: THOMA CRESSEY EQUITY PARTNERS, INC. GROUP MEMBERS: THOMA CRESSEY FUND VII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LECG CORP CENTRAL INDEX KEY: 0001192305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 810569994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79357 FILM NUMBER: 041211938 BUSINESS ADDRESS: STREET 1: 2000 POWELL ST STREET 2: STE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106539800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIEBECK WILLIAM H CENTRAL INDEX KEY: 0001268680 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THOMA CRESSEY EQUITY PARTNERS, INC. STREET 2: SEARS TOWER, 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-777-4444 SC 13D/A 1 w69716esc13dza.htm AMENDMENT NO. 1 sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LECG Corporation

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

523234 10 2

(Cusip Number)


Scott A. Maskalunas	James A. Hutchinson, Esq.
c/o Thoma Cressey Equity Partners, Inc.	Brian J. Lynch, Esq.
233 South Wacker Drive, 92^nd Floor	Hogan & Hartson L.L.P.
Chicago, IL 60606	555 Thirteenth Street, N.W.
(312) 777-4444	Washington, D.C. 20004
	(202) 637-5600

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

December 15, 2004

(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 §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. 523234 10 2 Page 2 of 11

1. Name of Reporting Person:
Thoma Cressey Equity Parners, Inc. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
2,125,500

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
2,125,500

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,125,500

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
9.4%

14. Type of Reporting Person (See Instructions):
CO

CUSIP No. 523234 10 2 Page 3 of 11

1. Name of Reporting Person:
TC Partners VII, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
2,125,500

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
2,125,500

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,125,500

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
9.4%

14. Type of Reporting Person (See Instructions):
PN

CUSIP No. 523234 10 2 Page 4 of 11

1. Name of Reporting Person:
Thoma Cressey Fund VII, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
2,092,810

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
2,092,810

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,092,810

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
9.2%

14. Type of Reporting Person (See Instructions):
PN

CUSIP No. 523234 10 2 Page 5 of 11

1. Name of Reporting Person:
Carl D. Thoma I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
2,125,500

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
2,125,500

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,125,500

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
9.4%

14. Type of Reporting Person (See Instructions):
IN

CUSIP No. 523234 10 2 Page 6 of 11

1. Name of Reporting Person:
William W. Liebeck I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
5,900

8. Shared Voting Power:
2,125,500

9. Sole Dispositive Power:
5,900

10. Shared Dispositive Power:
2,125,500

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,125,500**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
9.4**%

14. Type of Reporting Person (See Instructions):
IN

** Beneficial ownership of 2,125,500 of the shares involving shared voting and dispositive power that are disclosed in this Statement on Schedule 13D is disclaimed by Mr. Liebeck and the filing of this report shall not be deemed an admission that Mr. Liebeck is the beneficial owner of these Shares for purposes of Section 13 or for any other purpose.

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


CUSIP No. 523234 10 2	Page 7 of 11

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, par value $0.001 per share (the “Shares”), of LECG Corporation, a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 2000 Powell Street, Emeryville, CA 94608.

Item 2. Identity and Background

(a) This Schedule 13D is being filed on behalf of (i) Thoma Cressey Equity Partners, Inc., a Delaware corporation (“TCEP”), (ii) TC Partners VII, L.P., a Delaware limited partnership (“Partners”), (iii) Thoma Cressey Fund VII, L.P., a Delaware limited partnership (“Fund VII”), (iv) Carl D. Thoma and (v) William W. Liebeck (collectively and together with Mr. Lee M. Mitchell and Mr. Bryan C. Cressey, the “Reporting Persons”). TCEP is the general partner of Partners, and Partners is the general partner of both Fund VII and Thoma Cressey Friends Fund VII, L.P. (“Friends Fund”). Fund VII is the direct holder of 2,092,810 Shares and Friends Fund is the direct holder of 44,787 Shares. Carl D. Thoma is the sole stockholder of TCEP and William W. Liebeck is a partner in TCEP. TCEP, Partners, Mr. Thoma and Mr. Liebeck may be deemed to have beneficial ownership of the Shares held directly by Fund VII and Friends Fund.

(b) The principal business address of the Reporting Persons is C/o Thoma Cressey Equity Partners, Inc., 233 South Wacker Drive, 92nd Floor, Chicago, IL 60606.

(c) The principal business of TCEP, Partners and Fund VII is that of a private investment fund engaging in the purchase and sale of investments for its own account. Mr. Thoma is the sole stockholder of TCEP and William W. Liebeck is a partner in TCEP. Each of Mr. Mitchell and Mr. Cressey is a director and officer of TCEP. Mr. Liebeck also serves as a director of the Issuer.

(d) None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Mr. Thoma, Mr. Liebeck, Mr. Mitchell and Mr. Cressey is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable.

Item 4. Purpose of Transaction

The purpose of this report is to update beneficial ownership information for the Reporting Persons to give effect to the sale of certain Shares pursuant to a Form S-1 Registration Statement (the “Offering”). The Offering, which closed on December 15, 2004, involved the sale of 2,867,213 shares by Fund VII and 44,787 shares by Friends Fund. The underwriters for the Offering have an over-allotment option to acquire up to an additional 221,540 shares from Fund VII and 3,460 shares from Friends Fund pursuant to the underwriting agreement for the Offering. Fund VII, Friends Fund and Mr. Liebeck have agreed to a 90-day lock-up agreement concerning the Shares each beneficially owns, subject to waiver by the lead underwriter of the Offering. See Item 6.

Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to, or that would result in the acquisition or disposition by any person of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, a sale or transfer of a material amount of the Issuer’s assets, a change in the present Board of Directors or management of the Issuer, a change in the present capitalization or the dividend policy of


CUSIP No. 523234 10 2	Page 8 of 11

the Issuer, any other material change in the Issuer’s business or corporate structure, or a change in the Issuer’s charter or bylaws or with respect to the delisting or deregistration of any of the Issuer’s securities.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this report, TCEP, Partners and Mr. Thoma each beneficially own an aggregate of 2,125,500 Shares, which represents 9.4% of the outstanding Shares. Mr. Liebeck may be deemed to beneficially own 2,125,500 Shares, or 9.4% of the outstanding Shares. The Shares beneficially owned by the Reporting Persons include 2,092,810 Shares held directly by Fund VII and 44,787 Shares held directly by Friends Fund. Mr. Liebeck also holds 5,900 Shares directly. Mr. Mitchell and Mr. Cressey do not beneficially own any Shares.

(b)(1) Number of Shares as to which each of TCEP, Partners and Mr. Thoma has:


i.		Sole power to vote or to direct the vote: 0
ii.		Shared power to vote or to direct the vote: 2,125,500
iii.		Sole power to dispose or to direct the disposal of: 0
iv.		Shared power to dispose or to direct the disposal of: 2,125,500

(b)(2) Number of Shares as to which Fund VII has:

(b)(3) Number of Shares as to which Mr. Liebeck has:


i.		Sole power to vote or to direct the vote: 5,900
ii.		Shared power to vote or to direct the vote: 2,125,500
iii.		Sole power to dispose or to direct the disposal of: 5,900
iv.		Shared power to dispose or to direct the disposal of: 2,125,500

(c) None of Reporting Persons has effected any transactions, other than those described herein, in the class of securities described herein during the past 60 days.

(d) No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by the Reporting Persons.

(e) The Reporting Persons remain the beneficial owner of more than five percent of the class of securities described herein.


CUSIP No. 523234 10 2	Page 9 of 11

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

The Issuer’s executive officers, directors and certain holders of the Shares issued prior to the Issuer’s initial public offering signed lock-up agreements under which they agreed not to offer, sell, contract to sell, hedge or otherwise dispose of, directly or indirectly, any Shares or securities convertible into or exercisable or exchangeable for Shares, for a period of 90 days after December 9, 2004. UBS Securities LLC, in its sole discretion, may release some or all of these Shares before the 90-day lockup period ends. This description of the lock-up agreements is qualified in its entirety by reference to the Lock-Up Agreements entered into between Fund VII, Friends Fund VII, Mr. Liebeck and the Issuer, copies of which are filed herewith as Exhibits 2, 3 and 4. In addition, the holders of substantially all of the Shares issued prior to the Issuer’s initial public offering are subject to the lock-up arrangements pursuant to the Registration Rights Agreement (as defined below). UBS Securities LLC may release some or all of these Shares before the 90-day lockup period expires.

Certain of the Issuer’s stockholders hold rights to cause the Issuer to register the sale of their Shares under the Securities Act of 1933. These Shares are referred to as registrable securities. A holder or holders of at least a majority of the registrable securities may require the Issuer to prepare and file a registration statement under the Securities Act at the Issuer’s expense covering all or a portion of the registrable securities if the Shares to be included in that registration will generate anticipated aggregate net proceeds of at least $5.0 million. Registration rights terminate no later than five years after the Issuer’s initial public offering. Registration of these Shares under the Securities Act would result in these Shares becoming freely tradable without restriction under the Securities Act. The Registration Rights Agreement (as defined below) was amended to amend and clarify the operative dates relating to the registration and share sale restriction processes. This description of the Registration Rights Agreement, as amended, is qualified in its entirety by reference to the Registration Rights Agreement entered into between LECG Holding Company, LLC, TCEP/LECG Funding Corporation, David J. Teece, David Kaplan, Frog & Peach Investors, LLC and other persons, and the amendment thereto, copies of which have been incorporated herein by reference to Exhibits 5 and 99.2 (the “Registration Rights Agreement”).

Item 7. Materials to be Filed as Exhibits

The Exhibit Index filed herewith is incorporated herein by reference.


CUSIP No. 523234 10 2	Page 10 of 11

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.


Dated: December 16, 2004

	THOMA CRESSEY EQUITY PARTNERS, INC., a Delaware corporation

	/s/ Lee M. Mitchell

	Lee M. Mitchell Authorized Signatory

	TC PARTNERS VII, L.P.

	By:	Thoma Cressey Equity Partners, Inc., a Delaware corporation, its General Partner

	By:	/s/ Lee M. Mitchell Lee M. Mitchell Authorized Signatory

	THOMA CRESSEY FUND VII, L.P.

	/s/ Lee M. Mitchell

	Lee M. Mitchell Authorized Signatory

	/s/ Carl D. Thoma

	Carl D. Thoma

	/s/ William W. Liebeck

	William W. Liebeck


CUSIP No. 523234 10 2	Page 11 of 11

Exhibit Index

Exhibit 1. Intentionally left blank.

Exhibit 2. Lock-up Letter Agreement from Fund VII, L.P. to the representatives of the several underwriters of the Issuer’s Offering (filed herewith).

Exhibit 3. Lock-up Letter Agreement from Friends Fund VII, L.P. to the representatives of the several underwriters of the Issuer’s Offering (filed herewith).

Exhibit 4. Lock-up Letter Agreement from William Liebeck to the representatives of the several underwriters of the Issuer’s Offering (filed herewith).

Exhibit 5. Registration Rights Agreement between LECG Holding Company, LLC, TCEP/LECG Funding Corporation, David J. Teece, David Kaplan, Frog & Peach Investors, LLC and other persons dated September 29, 2000, incorporated by reference to Exhibit 10.18 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on August 25, 2003 (Commission File Number 333-108189). (“Registration Rights Agreement”).

Exhibit 99.1. Joint Filing Agreement, dated December 15, 2004, among Thoma Cressey Equity Partners, Inc., TC Partners VII, L.P., Thoma Cressey Fund VII, L.P., Carl D. Thoma and William W. Liebeck (filed herewith).

Exhibit 99.2. Amendment No. 1 to the Registration Rights Agreement by and among Thoma Cressey Fund VII, L.P., Thoma Cressey Friends Fund VII, L.P. and LECG Corporation dated November 9, 2004 (filed herewith).

EX-2 2 w69716eexv2.htm EXHIBIT 2 exv2

Lock-up Letter Agreement

Common Stock
($0.001 par value)

December 2, 2004

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

This Lock-Up Letter Agreement is being delivered in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by LECG Corporation, a Delaware corporation, (the “Company”), the selling stockholders named therein and UBS Securities LLC (“UBS”), as Representative of the several Underwriters named therein, with respect to the public offering (the “Offering”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company.

In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that for a period of 90 days after the date of the final prospectus relating to the Offering the undersigned will not, without the prior written consent of UBS on behalf of the several Underwriters, i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock, ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or iii) publicly announce an intention to effect any transaction specified in clause i) or ii). The foregoing sentence shall not apply to a) the registration of or sale to the Underwriters of any Common Stock pursuant to the Offering and the Underwriting Agreement, b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the consummation of the Offering, c) transfers of shares of Common Stock pursuant to a Rule 10b5-1 plan in existence as of, and unmodified since, November 10, 2004, d) transactions relating to shares of Common Stock acquired pursuant to the Company’s 2003 Employee Stock Purchase Plan, e) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, f) transfers of shares of Common Stock or any security convertible into Common

-2-

Stock by will or intestate succession to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, g) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, provided that in the case of any transfer or distribution pursuant to clause e), f) or g), i) each donee, transferee, trustee or distributee shall execute and deliver to UBS a duplicate form of this Lock-up Letter Agreement, and ii) no filing by any party (donor, donee, trustee, distributor, distributee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above).

In the event that UBS, on behalf of the several Underwriters, consents to the release of the restrictions set forth in the preceding paragraph with respect to shares of Common Stock (the “Released Shares”) held by one or more stockholders of the Company (the “Releasees”), then such release shall apply to all stockholders who are subject to such restrictions by Lock-Up Letter Agreements executed in connection with the Offering with respect to the same proportionate percentage of Common Stock held by such stockholders as the Released Shares represent with respect to all of the shares of Common Stock held by the Releasees.

In addition, except as contemplated by the preliminary prospectus, dated December 2, 2004, to the registration statement relating to the Offering, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of the registration statement relating to the Offering. The undersigned further agrees that, for a period of 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS, make any demand for, or exercise any right with respect to, the registration of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock.

If upon the earliest to occur of i) the Company notifies you in writing that it does not intend to proceed with the Offering, ii) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, iii) for any reason the Underwriting Agreement shall be terminated prior to the time of purchase (as defined in the Underwriting Agreement), or iv) if the Offering is not consummated prior to December 31, 2004, this Lock-Up Letter Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

(Signature page follows)


	THOMA CRESSEY FUND VII L.P. By: TC Partners VII, L.P. Its: General Partner

	By: Thoma Cressey Equity Partners Inc. Its: General Partner

	By:		/s/ Lee M. Mitchell
			Lee M. Mitchell Authorized Signature

	Address:

	9200 Sears Tower 233 South Wacker Drive Chicago, IL 60606

(Signature page to Lock-up Letter Agreement)

EX-3 3 w69716eexv3.htm EXHIBIT 3 exv3

Lock-up Letter Agreement

Common Stock
($0.001 par value)

December 2, 2004

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

-2-

(Signature page follows)


	THOMA CRESSEY FRIENDS FUND VII L.P. By: TC Partners VII, L.P. Its: General Partner

	By: Thoma Cressey Equity Partners Inc. Its: General Partner

	By:		/s/ Lee M. Mitchell
			Lee M. Mitchell Authorized Signature

	Address:

	9200 Sears Tower 233 South Wacker Drive Chicago, IL 60606

(Signature page to Lock-up Letter Agreement)

EX-4 4 w69716eexv4.htm EXHIBIT 4 exv4

Lock-up Letter Agreement

Common Stock
($0.001 par value)

December 2, 2004

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

-2-

(Signature page follows)


	By:		/s/ William W. Liebeck

(Signature page to Lock-up Letter Agreement)

EX-99.1 5 w69716eexv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Schedule 13D with respect to the securities of LECG Corporation to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Dated: December 16, 2004

THOMA CRESSEY EQUITY PARTNERS, INC.,
a Delaware corporation

/s/ Lee M. Mitchell

Lee M. Mitchell
Authorized Signatory

TC PARTNERS VII, L.P.

By: Thoma Cressey Equity Partners, Inc., a Delaware
corporation, its General Partner

By: /s/ Lee M. Mitchell
Lee M. Mitchell
Authorized Signatory

THOMA CRESSEY FUND VII, L.P.

/s/ Lee M. Mitchell
Lee M. Mitchell
Authorized Signatory

/s/ Carl D. Thoma
Carl D. Thoma

/s/ William W. Liebeck
William W. Liebeck

EX-99.2 6 w69716eexv99w2.htm EXHIBIT 99.2 exv99w2

AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of November 9, 2004 by and among, Thoma Cressey Fund VII, L.P., a Delaware limited partnership ( “Fund VII”), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership (“Friends Fund” and together with Fund VII, “TCEP”) and LECG Corporation, a Delaware corporation (“LECG”).

RECITALS

A. Reference is made to that certain Registration Rights Agreement dated September 29^th, 2000 (the “Registration Rights Agreement”) by and among (i) LECG Holding Company, LLC, a California limited liability company (“Old LECG”), (ii) TCEP/LECG Funding Corporation, a Delaware corporation (“TCEP Funding”), (iii) David Teece and David Kaplan (together, the “Executives”), (iv) certain institutional investors listed on the signature pages thereto (each an “iCap Entity”) and (v) those certain other Persons who became a party to the Registration Rights Agreement by executing and delivering a joinder to that agreement.

B. Pursuant to that certain Omnibus Plan of Reorganization dated August 21, 2003, by and among LECG, Old LECG, TCEP Funding, TCEP and the Executives, LECG Corporation became the successor to all of the rights and obligations of Old LECG under the Registration Rights Agreement. Pursuant to that certain Transfer Agreement dated August 21, 2003, by and among LECG, TCEP Funding and TCEP, TCEP received shares of LECG common stock which, as provided for in the Registration Rights Agreement and by letter from LECG to TCEP dated December 3, 2003, are considered “Investor Registrable Securities” as such term is defined in the Registration Rights Agreement.

C. Pursuant to Section 10(d) of the Registration Rights Agreement, the parties to this Amendment hold the power and are authorized to amend the Registration Rights Agreement. These parties have determined that it is necessary to amend certain portions of the Registration Rights Agreement to clarify the meaning of such provisions and to ensure they accurately reflect the agreed upon terms.

D. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

AGREEMENT

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 1(b) – Long-Form Registrations. Section 1(b) of the Registration Rights Agreement shall be deleted in its entirety and amended to read as follows:

“The Initiating Holders shall be entitled to request (i) two (2) Long Form Registrations in which the Company shall pay all Registration Expenses (“Company-paid Long Form Registrations”) and (ii) an unlimited number of Long Form Registrations in which the holders of Investor Registrable Securities included in such registration shall pay their pro rata share of the Registration Expenses as set forth in Section 5 below. A registration shall not count as one of the permitted Company-paid Long Form Registrations until it has become effective and the holders requesting registration are able to register and sell at least ninety percent (90%) of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long Form Registration whether or not it has become effective and whether or not such registration is counted as one of the permitted Company-paid Long Form Registrations. Notwithstanding the foregoing, and subject to Section 1(f) below, if any registration initiated by the Initiating Holders as a Company paid Long Form Registration is voluntarily withdrawn by the Initiating Holders, such holders may (a) pay all Registration Expenses in connection with such registration in which case such registration shall not be treated as a Company-paid Long Form Registration or (b) cause the Company to pay such expenses provided that such registration shall count as one of the permitted Company-paid Long Form Registrations.”

2. Section 1(d) – Demand Registrations. Section 1(d) of the Registration Rights Agreement shall be deleted in its entirety and amended to read as follows:

“All registrations requested pursuant to Section l(b), and Section 1(c) are referred to herein as “Demand Registrations”. Demand Registrations shall be Short Form Registrations whenever the Company is permitted to use any applicable short form. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Within 10 days after receipt of any such request from the Initiating Holders, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and, except as provided in Section 1(e) below, shall include in such registration all Investor Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. In addition, if the Initiating Holders consent to inclusion of additional Registrable Securities in any Demand Registration, as soon as reasonably possible, but in no event later than 10 days after receipt of any such Demand Registration request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, except as provided in Section 1(e) below, shall include in such registration on such terms as determined by the Company, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after receipt of the Company’s notice to such holders of Registrable Securities.”

3. Section 1(e) – Priority on Demand Registrations. Section 1(e) of the Registration Rights Agreement shall be deleted in its entirety and amended to read as follows:

“The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering in which the Initiating Holders have consented to inclusion of additional Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, securities the Company wishes to sell; (iv) fourth, other Registrable Securities pro rata based on the number of shares owned by such holder or pursuant to such other allocation method determined by the Company and acceptable to the managing underwriters; and (v) fifth, other securities which are not Registrable Securities requested to be included in such registration pursuant to contractual registration rights (“Other Registrable Securities”), pro rata among the holders thereof on the basis of the number of their securities requested to be included therein or pursuant to such other allocation method determined by the Company and acceptable to the managing underwriters. Without the consent of the Company and the holders of a majority of the Investor Registrable Securities included in such registration, any Person other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses as provided in Section 5 below.”

4. Section 3 – Holdback Agreements. Section 3(a) and Section 3(b) of the Registration Rights Agreement shall be deleted in their entirety and amended to read as follows:

“(a) Holders of Registrable Securities. Each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on, in the case of a Demand Registration, the date of notice to the Company by the Initiating Holders of a Demand Registration and ending on the 90^th day after the effective date of any underwritten Demand Registration or in the case of any underwritten Piggyback Registration in which Registrable Securities are included, the period beginning on the date the Company provides notification to the holders

of Registrable Securities of such offering and ending on the 90^th day after the effective date of any such registration, unless the underwriters managing the Demand Registration or Piggyback Registration otherwise agree.

“(b) The Company. The Company shall not effect any public sale or distribution of any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date of the notice of the Demand Registration by the Initiating Holders and ending on the 90^th day after the first effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except pursuant to registrations on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree to a shorter time period applicable to both holders of the Investor Registrable Securities and to the Company.”

5. Section 10(d) – Amendment and Waivers. The word “thirty” in Section 10(d) of the Registration Rights Agreement is hereby replaced with the word “twenty.”

6. Section 10(j) – Notices. Section 10(j) of the Registration Rights Agreement shall be deleted in its entirety and amended to read as follows:

“(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given to the recipient when delivered personally, sent by facsimile or one day after being sent by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the addresses indicated on the books and records of the Company with respect to holders of Registrable Securities and to the Company at the address of its corporate headquarters, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.”

7. Miscellaneous.

(a) In all other respects, the Registration Rights Agreement shall remain in full force and effect, and no term or condition of any other provision in the Registration Rights Agreement shall be deemed to be amended or waived.

(b) This Amendment may be executed in any number of counterparts all of which, when taken together, shall constitute one agreement. Delivery of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart to this Amendment.

(c) Notice of this Amendment shall be delivered to all other signatories to the Registration Rights Agreement by the Company within a reasonable period of time but in no event later than 30 days from the date hereof.

[THIS SPACE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date and year first above written.

LECG:

LECG CORPORATION

By:   /s/ John C. Burke
Name:   John C. Burke
Title:   CFO

TCEP:

THOMA CRESSEY FUND VII, L.P.

By:   TC Partners VII, L.P.
Its General Partner

By:   Thoma Cressey Equity Partners, Inc.
Its General Partner

By:   /s/ Lee M. Mitchell
Lee M. Mitchell
Authorized Representative

THOMA CRESSEY FRIENDS FUND VII, L.P.

By:   TC Partners VII, L.P.
Its General Partner

By:   Thoma Cressey Equity Partners, Inc.
Its General Partner

By:   /s/ Lee M. Mitchell
Lee M. Mitchell
Authorized Representative

-----END PRIVACY-ENHANCED MESSAGE-----


CUSIP No. 523234 10 2					Page 2 of 11

	1.	Name of Reporting Person: Thoma Cressey Equity Parners, Inc.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions):

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: 2,125,500

			9.	Sole Dispositive Power: -0-

			10.	Shared Dispositive Power: 2,125,500

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,125,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 9.4%

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 523234 10 2					Page 3 of 11

	1.	Name of Reporting Person: TC Partners VII, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions):

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: 2,125,500

			9.	Sole Dispositive Power: -0-

			10.	Shared Dispositive Power: 2,125,500

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,125,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 9.4%

	14.	Type of Reporting Person (See Instructions): PN


CUSIP No. 523234 10 2					Page 4 of 11

	1.	Name of Reporting Person: Thoma Cressey Fund VII, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions):

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: 2,092,810

			9.	Sole Dispositive Power: -0-

			10.	Shared Dispositive Power: 2,092,810

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,092,810

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 9.2%

	14.	Type of Reporting Person (See Instructions): PN


CUSIP No. 523234 10 2					Page 5 of 11

	1.	Name of Reporting Person: Carl D. Thoma			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions):

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: 2,125,500

			9.	Sole Dispositive Power: -0-

			10.	Shared Dispositive Power: 2,125,500

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,125,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 9.4%

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 523234 10 2					Page 6 of 11

	1.	Name of Reporting Person: William W. Liebeck			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions):

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 5,900

			8.	Shared Voting Power: 2,125,500

			9.	Sole Dispositive Power: 5,900

			10.	Shared Dispositive Power: 2,125,500

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,125,500**

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 9.4**%

	14.	Type of Reporting Person (See Instructions): IN


	THOMA CRESSEY EQUITY PARTNERS, INC., a Delaware corporation

	/s/ Lee M. Mitchell Lee M. Mitchell Authorized Signatory

		of Registrable Securities of such offering and ending on the 90^th day after the effective date of any such registration, unless the underwriters managing the Demand Registration or Piggyback Registration otherwise agree.

		“(b) The Company. The Company shall not effect any public sale or distribution of any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date of the notice of the Demand Registration by the Initiating Holders and ending on the 90^th day after the first effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except pursuant to registrations on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree to a shorter time period applicable to both holders of the Investor Registrable Securities and to the Company.”


	LECG: LECG CORPORATION
	By:	/s/ John C. Burke
	Name:	John C. Burke
	Title:	CFO


	TCEP: THOMA CRESSEY FUND VII, L.P.
	By:	TC Partners VII, L.P.
		Its General Partner

	By:	Thoma Cressey Equity Partners, Inc.
		Its General Partner

	By:	/s/ Lee M. Mitchell
		Lee M. Mitchell
		Authorized Representative


	THOMA CRESSEY FRIENDS FUND VII, L.P.
	By:	TC Partners VII, L.P.
		Its General Partner

	By:	Thoma Cressey Equity Partners, Inc.
		Its General Partner

	By:	/s/ Lee M. Mitchell
		Lee M. Mitchell
		Authorized Representative