Schedule 13D (Amendment No.3)

-----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, HEHeBTRnZAGQX3Tb9NxidjjXIUmw+rpxkVcdxIcfFDK0ML6tWbWI6t3JjlAMTfsI /hfw/2HbfkhvZinUJhWiig== 0001193125-09-131227.txt : 20090616 0001193125-09-131227.hdr.sgml : 20090616 20090615213238 ACCESSION NUMBER: 0001193125-09-131227 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090616 DATE AS OF CHANGE: 20090615 GROUP MEMBERS: LAMPE, CONWAY & CO., LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS, LP GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAYSTAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001262200 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841390053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79773 FILM NUMBER: 09893086 BUSINESS ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 BUSINESS PHONE: 518-383-4600 MAIL ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 MAIL ADDRESS: STREET 1: C/O TRIDENT FUND SERVICES (BVI) LIMITED STREET 2: PO BOX 146, WATERFRONT DR, WICKHAMS CAY CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D (AMENDMENT NO.3) Schedule 13D (Amendment No.3)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

DayStar Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

23962Q100

(CUSIP Number)

Lampe, Conway & Co., LLC

680 Fifth Avenue — 12^th Floor

New York, New York 10019-5429

Tel: (212) 581-8989

with a copy to:

William L. Tolbert, Jr.

Jenner & Block LLP

1099 New York Avenue, N.W. Suite 900

Washington, DC 20001-4412

Tel (202) 639-6038

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

June 11, 2009

(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 13d-7(b) 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 in 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. 23962Q100		Page 2 of 14


1		NAMES OF REPORTING PERSONS LC Capital Master Fund, Ltd.⁽¹⁾
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,803,663
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,803,663


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,803,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3719%
14	TYPE OF REPORTING PERSON (see instructions) CO

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 3 of 14


1	NAMES OF REPORTING PERSONS LC Capital Partners, LP⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 2,803,663
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,803,663


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,803,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3719%
14	TYPE OF REPORTING PERSON (see instructions) PN, HC

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 4 of 14


1	NAMES OF REPORTING PERSONS LC Capital Advisors LLC⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 3,278,683⁽²⁾
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 3,278,683⁽²⁾


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,278,683⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7904%
14	TYPE OF REPORTING PERSON (see instructions) OO, HC

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 5 of 14

(2)

Includes (i) 2,803,663 shares held of record by LC Capital Master Fund, Ltd. and (ii) 475,020 shares held of record by LC Capital / Capital Z SPV, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective beneficial interests, if any, therein.


CUSIP No. 23962Q100		Page 6 of 14


1	NAMES OF REPORTING PERSONS Lampe, Conway & Co., LLC⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 3,278,683⁽²⁾
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 3,278,683⁽²⁾


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,278,683⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7904%
14	TYPE OF REPORTING PERSON (see instructions) OO, IA

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 7 of 14

(2)


CUSIP No. 23962Q100		Page 8 of 14


1	NAMES OF REPORTING PERSONS LC Capital International LLC⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 2,803,663
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,803,663


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,803,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3719%
14	TYPE OF REPORTING PERSON (see instructions) OO, IA

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 9 of 14


1	NAMES OF REPORTING PERSONS Steven G. Lampe⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 3,278,683⁽²⁾
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 3,278,683⁽²⁾


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,278,683⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7904%
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 10 of 14

(2)


CUSIP No. 23962Q100		Page 11 of 14


1	NAMES OF REPORTING PERSONS Richard F. Conway⁽¹⁾
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
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 3,278,683⁽²⁾
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 3,278,683⁽²⁾


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,278,683⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7904%
14	TYPE OF REPORTING PERSON (see instructions) IN

(1)	The filing of this Schedule 13D shall not be construed as an admission by this reporting person that it is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.


CUSIP No. 23962Q100		Page 12 of 14

(2)


CUSIP No. 23962Q100		Page 13 of 14

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D dated February 26, 2007, as amended on June 6, 2007 and November 1, 2007 (as amended, the “Schedule 13D”), which was filed with the Securities and Exchange Commission on behalf of the Reporting Persons (as defined in the Schedule 13D), relating to the common stock, par value $0.01 per share (the “Common Stock”), of DayStar Technologies, Inc., a Delaware corporation (the “Issuer”). Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by the reporting persons in the Schedule 13D. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their respective beneficial interests, if any, therein.

All capitalized terms used, but not defined, in this Amendment No. 3 are defined in the Schedule 13D.

Item 4.

Purpose of Transaction

The response to Item 4 of the Schedule 13D is hereby amended to add the following information:

“On June 11, 12 and 15, 2009, respectively, Master Fund sold 1,093,390, 410,100 and 268,030 shares of Common Stock at prices of $1.14, $0.9732 and $0.8905 per share, respectively. The Reporting Persons will continue to review their investment in the Issuer and may determine, based on market and general economic conditions, the market price of the Issuer’s shares of Common Stock and other factors deemed relevant by the Reporting Persons, to acquire or dispose of additional shares of Common Stock.”

Item 5.

Interest in Securities of the Issuer.

(a) The response to Item 5(a) of the Schedule 13D is hereby amended by replacing the first sentence with the following: “For information regarding the aggregate number and percentage of Common Stock beneficially owned by each Reporting Person, please see their respective cover pages to this Amendment No. 3. The percentages on the respective cover pages are based on 33,488,862 shares of Common Stock, par value $0.01 per share, outstanding as of May 6, 2009 (this figure is calculated based upon the information provided in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on May 11, 2009).”

(c) The response to Item 5(c) of the Schedule 13D is hereby amended by adding the following: “On June 11, 12 and 15, 2009, respectively, Master Fund sold 1,093,390, 410,100 and 268,030 shares of Common Stock at prices of $1.14, $0.9732 and $0.8905 per share, respectively.”


CUSIP No. 23962Q100		Page 14 of 14

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.

Dated: June 15, 2009


		LC CAPITAL MASTER FUND, LTD.

		By:	/s/ Richard F. Conway
		Name:	Richard F. Conway
		Title:	Director

LC CAPITAL PARTNERS, LP		LC CAPITAL ADVISORS LLC

By:	LC Capital Advisors LLC, its General Partner

By:	/s/ Richard F. Conway	By:	/s/ Richard F. Conway
Name:	Richard F. Conway	Name:	Richard F. Conway
Title:	Managing Member	Title:	Managing Member

LAMPE, CONWAY & CO., LLC		LC CAPITAL INTERNATIONAL LLC

By:	/s/ Richard F. Conway	By:	/s/ Richard F. Conway
Name:	Richard F. Conway	Name:	Richard F. Conway
Title:	Managing Member	Title:	Managing Member

By:	/s/ Steven G. Lampe	By:	/s/ Richard F. Conway
Name:	Steven G. Lampe	Name:	Richard F. Conway

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