0001206774-11-002695.txt : 20111129 0001206774-11-002695.hdr.sgml : 20111129 20111129172242 ACCESSION NUMBER: 0001206774-11-002695 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111129 DATE AS OF CHANGE: 20111129 GROUP MEMBERS: 65 BR TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORT WILLIAM T III CENTRAL INDEX KEY: 0001211531 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2325-B RENAISSANCE DR STREET 2: SUITE 21 CITY: LAS VEGAS STATE: NV ZIP: 89119 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: 111232105 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 lyris_sc13da.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP lyris_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934*
 
(Initial Filing as to 65 BR Trust and Amendment No. 13
as to Mr. William T. Comfort, III)
 
Lyris, Inc. (LYRI.OB)
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
46622H 10 3
(CUSIP Number)

William T. Comfort, III
127-131 Sloane Street
4th Floor, Liscartan House
London, SW1X 9AS, United Kingdom
44-207-808-4782
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
November 21, 2011
(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: ¨
 
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).
 
(Continued on the following page(s))
 
Page 1
 
 

CUSIP No. 4662HH 10 3
 
1   NAMES OF REPORTING PERSONS  
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
         
     
65 BR Trust/13-7201388
  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
        (a) c
        (b) x
3   SEC USE ONLY    
           
4   SOURCE OF FUNDS  
    OO  
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
          c
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
New York
  
      7 SOLE VOTING POWER
NUMBER OF    
SHARES  
20,028,689
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY    
EACH   0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON    
WITH  
20,028,689
      10 SHARED DISPOSITIVE POWER
        0
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
   
20,028,689*
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
    EXCLUDES CERTAIN SHARES
          c
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
     
   
14.2%
14   TYPE OF REPORTING PERSON
     
    OO

*Mr. Comfort disclaims beneficial ownership of the 20,028,689 shares held by the 65 BR Trust
 
Page 2
 
 

CUSIP No. 4662HH 10 3
 
1   NAMES OF REPORTING PERSONS  
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
         
      Mr. William T. Comfort, III  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
        (a) c
        (b) x
3   SEC USE ONLY    
           
4   SOURCE OF FUNDS  
    OO  
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
          c
6   CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America  
      7 SOLE VOTING POWER
NUMBER OF    
SHARES   36,149,9011
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY    
EACH   42,453,1262
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON    
WITH   36,149,9011
      10 SHARED DISPOSITIVE POWER
        42,453,1262
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    78,603,0273
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
    EXCLUDES CERTAIN SHARES
          c
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
     
    55.6
14   TYPE OF REPORTING PERSON
     
    IN

1. Includes 16,121,212 shares of Issuer Common Stock held of record by Mr. Comfort and 20,028,609 shares held of record by 65 BR Trust, for which Mr. Comfort is the investment advisor and for which has voting and dispositive power. The beneficial owners of the 65 BR Trust are Mr. Comfort’s children and Mr. Comfort expressly disclaims beneficial ownership of any of the shares of Issuer Common Stock held by the 65 BR Trust.
 
2. Includes 42,453,126 shares of Issuer Common Stock held of record by LDN Stuyvie Partnership, of which Mr. Comfort is the general partner.
 
3. Includes 16,121,212 shares of Issuer Common Stock held of record by Mr. Comfort, 20,028,609 held of record by 65 BR Trust, for which Mr. Comfort is the investment advisor and for which he has voting and dispositive power, and 42,453,126 shares of Issuer Common Stock held of record by LDN Stuyvie Partnership, of which Mr. Comfort is the general partner. Mr. Comfort expressly disclaims beneficial ownership of any of the 20,028,609 shares of Issuer Common Stock held by the 65 BR Trust.
 
Page 3
 
 

This Amendment No. 13 to Schedule 13D amends and supplements Items 3-6 contained in the Schedule 13D initially filed on or about January 3, 2003, by William T. Comfort, III and subsequently amended on January 13, 2003, August 23, 2006, December 7, 2006, February 6, 2007, March 12, 2007, March 19, 2007, March 10, 2008 March 19, 2010, April 14, 2010, April 20, 2010, June 3, 2011 and November 21, 2011 with respect to the common stock, par value $0.01 per share (the “Common Stock”) of Lyris, Inc. (the “Issuer”). Mr. Comfort and the 65 BR Trust (the “Trust”) are referred to herein as the “Reporting Persons.” Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Person.
 
Item 3. Source and Amount of Funds or Other Consideration
 
On November 21, 2011, 65 BR Trust, for which Mr. Comfort is the investment advisor to the Trust, acquired, 19,047,619 shares of the Issuer’s stock in a private purchase. Trust funds of $2,000,000 were used to purchase the shares.
 
Item 4. Purpose of Transaction
 
The Trust’s purchase is for investment purposes only. Neither Mr. Comfort nor the Trust has any plans or proposals which relate to or would result in any of the actions described in items (a) through (j) of Item 4 of Schedule 13D with respect to the shares purchased in this transaction.
 
Item 5. Interest in Securities of the Issuer
 
     (a) Mr. Comfort may be deemed to beneficially own in the aggregate 78,603,027 shares of Common Stock of the Issuer, representing approximately 55.6% of the outstanding shares of Common Stock of the Issuer. Mr. Comfort expressly disclaims beneficial ownership of any of the 20,028,689 shares of Issuer Common Stock held by the Trust.
   
  (b)    
   
       (1) Of the 36,149,901 shares of Common Stock of the Issuer for which Mr. Comfort has sole voting and dispositive power, 16,121,212 such shares are held of record by Mr. Comfort and 20,028,689 are held by the Trust. The beneficial owners of the Trust are Mr. Comfort’s children. Mr. Comfort expressly disclaims beneficial ownership of the 20,028,689 shares held by the Trust, and nothing herein shall be deemed to be an admission by Mr. Comfort as to the beneficial ownership of such shares.
   
       (2) Of the 42,453,126 shares of Common Stock of the Issuer of which Mr. Comfort has shared voting and dispositive power, all such shares are held of record by the LDN Stuyvie Partnership.
   
  (c) November 21, 2011, the Trust acquired 19,047,619 shares of the Issuer’s stock in a private purchase at a price of $0.105 per share. Mr. Comfort is the investment advisor to the Trust and has voting and dispositive power over the shares of the Issuer’s stock held by the Trust but expressly disclaims beneficial ownership of those shares, and nothing herein shall be deemed to be an admission by Mr. Comfort as to the beneficial ownership of such shares.

Page 4
 
 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
See Item 5 above.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit 99.1: Joint Filing Statement of William T. Comfort, III 65 BR Trust, dated November 18, 2011
 
Page 5
 
 

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.
 
    65 BR Trust  
         
Dated: November 29, 2011 By:  /s/ William T. Comfort, III  
             William T. Comfort, III  
             Investment Advisor  
         
         
    WILLIAM T. COMFORT, III  
         
         
Dated: November 29, 2011   /s/ William T. Comfort, III  

EX-99.1 2 exhibit99_1.htm JOINT FILING STATEMENT OF WILLIAM T. COMFORT, III 65 BR TRUST exhibit.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing
Exhibit 99.1
 
JOINT FILING STATEMENT
 
     Each of the undersigned agree that (i) the Statement on Schedule 13D relating to common stock, par value $.01 per share, of Lyris, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This Agreement may be terminated with respect to the obligations to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
 
Dated: November 18, 2011       /s/ William T. Comfort, III
 
William T. Comfort, III
 
 
Dated: November 18, 2011 65 BR Trust
 
By:  William T. Comfort, III
 
Name: William T. Comfort
Title: Investment Advisor