sc13dza

0000950123-09-035588.txt : 20090817 0000950123-09-035588.hdr.sgml : 20090817 20090814193113 ACCESSION NUMBER: 0000950123-09-035588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090817 DATE AS OF CHANGE: 20090814 GROUP MEMBERS: CRAIG COGUT GROUP MEMBERS: LED EFFECTS, INC. GROUP MEMBERS: PEGASUS CAPITAL, LLC GROUP MEMBERS: PEGASUS INVESTORS IV GP, LLC GROUP MEMBERS: PEGASUS INVESTORS IV, LP GROUP MEMBERS: PEGASUS PARTNERS IV, LP GROUP MEMBERS: PP IV (AIV) LED, LLC GROUP MEMBERS: PP IV LED, LLC GROUP MEMBERS: RICHARD KELSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTING SCIENCE GROUP CORP CENTRAL INDEX KEY: 0000866970 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 232596710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42472 FILM NUMBER: 091017700 BUSINESS ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 BUSINESS PHONE: 321-779-5520 MAIL ADDRESS: STREET 1: 1227 SOUTH PATRICK DRIVE STREET 2: BUILDING 2A CITY: SATELLITE BEACH STATE: FL ZIP: 32937 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GROUP CORP DATE OF NAME CHANGE: 20001130 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX HEATHCARE CORP DATE OF NAME CHANGE: 19990519 FORMER COMPANY: FORMER CONFORMED NAME: IATROS HEALTH NETWORK INC DATE OF NAME CHANGE: 19941221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LED Holdings, LLC CENTRAL INDEX KEY: 0001414298 IRS NUMBER: 260299414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11390 SUNRISE GOLD CIRCLE, #800 CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916.852.1719 MAIL ADDRESS: STREET 1: 11390 SUNRISE GOLD CIRCLE, #800 CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 SC 13D/A 1 w75374sc13dza.htm AMENDMENT TO SC 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

Govi Rao
LED Holdings, LLC
11390 Sunrise Gold Circle #800
Rancho Cordova, CA 95742
(610) 745-9590

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

August 10, 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.		53224G103


1	NAMES OF REPORTING PERSONS LED Holdings, LLC 26-0299414


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			20,666,856 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			20,666,856 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,666,856 (1)

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

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	62.9% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(2) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PP IV (AIV) LED, LLC 26-0240524


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (1)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,666,856 (1)

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

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	62.9% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(2) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PP IV LED, LLC 26-0196366


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (1)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,666,856 (1)

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

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	62.9% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(2) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PEGASUS PARTNERS IV, LP


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)

	WC

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

		7	SOLE VOTING POWER

NUMBER OF			36,003,707 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			36,003,707 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,670,563 (1)(2)

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)

	82.3% (3)(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

(1) Includes 942,857 shares of common stock issuable upon exercise of a warrant issued to Pegasus Partners IV, L.P. on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by Pegasus Partners IV, L.P. in connection with a purchase on January 7, 2009 and 31,461,232 shares of common stock issuable upon exercise of warrants at the time the convertible note issued to Pegasus Partners IV, L.P. on May 15, 2009 is converted into units.

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.

(4) Pegasus Partners IV, L.P. also has the option to vote 239,975 shares of Series C Preferred Stock and is entitled to 15 votes per share of Series C Preferred Stock. The holders of Series C Preferred Stock have voting rights and powers equal to the voting rights and powers of the common stock (except as otherwise expressly provided in the Certificate of Designation of Series C Preferred Stock or as required by law), voting together with the common stock as a single class.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV, LP


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			36,003,707 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			36,003,707 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,670,563 (1)(2)

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)

	82.3%(3)(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV GP, LLC


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			36,003,707 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			36,003,707 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,670,563 (1)(2)

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)

	82.3%(3)(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS PEGASUS CAPITAL, LLC


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			36,003,707 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			36,003,707 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,670,563 (1)(2)

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)

	82.3%(3)(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS CRAIG COGUT


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			36,003,707 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			36,003,707 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,670,563 (1)(2)

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)

	82.3% (3)(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS RICHARD KELSON


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)

	OO

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

		7	SOLE VOTING POWER

NUMBER OF			78,410 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (2)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			78,410 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,745,266 (1)(2)

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

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	63.2% (3)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes 78,410 shares of common stock held directly by Mr. Kelson.

(2) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(3) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS LED EFFECTS, INC. 26-0299414


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)

	OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nevada

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,666,856 (1)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,666,856 (1)

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

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	62.9% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Includes 18,012,067 shares of common stock and 2,654,789 shares of common stock issuable upon conversion of Series B Preferred Stock.

(2) Based on 30,182,066 shares of common stock outstanding as of June 26, 2009.

Amendment No. 7 to Schedule 13D

This Amendment No. 7 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of LED Holdings, LLC (“LEDH ”), PP IV (AIV) LED, LLC (“PPAIV ”), PP IV LED, LLC (“PPLED ”), Pegasus Partners IV, L.P. (“PPIV ”), Richard Kelson (“Mr. Kelson ”) and LED Effects, Inc. (“LED ”, together with PPAIV, PPLED, PPIV, Mr. Kelson, Pegasus Investors IV, L.P. (“PIIV ”), Pegasus Investors IV GP, L.L.C. (“PIGP ”), Pegasus Capital, LLC (“PCLLC ”) and Craig Cogut (“Mr. Cogut”), the “LEDH Members ”) (LEDH and the LEDH Members also referred to herein as the “ Reporting Persons ”), with the Securities and Exchange Commission (the “SEC”) on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008, Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009 and Amendment No. 6 filed on May 22, 2009. Except as specifically provided herein, this Amendment No. 7 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

Item 4. Purpose of Transaction

As previously disclosed, on May 15, 2009, the Issuer entered into that certain convertible note agreement (the “Convertible Note”) pursuant to which the Issuer borrowed an aggregate principal amount of $31,649,999.39 from PPIV. On August 10, 2009, the Issuer and PPIV executed that certain First Amendment to Convertible Note (the “First Amendment”), which became effective as of July 31, 2009. Pursuant to the First Amendment, the parties agreed to extend the maturity date until the earlier of: (a) August 31, 2009 or (b) the date (the “Closing Date”) on which the Issuer consummates the rights offering (the “Rights Offering”) contemplated by that certain Letter Agreement between the Issuer and PPIV, dated as of February 13, 2009; that certain Promissory Note issued by the Issuer to PPIV, dated as of February 13, 2009; and the Convertible Note. If the registration statement for the Rights Offering is declared effective by the SEC prior to August 31, 2009, the maturity date would be extended until the Closing Date, but in no event will the maturity date be later than September 15, 2009. Further, the First Amendment amends the Convertible Note to provide that the Issuer must use its best efforts to conduct the Rights Offering during the third fiscal quarter of 2009, rather than the second fiscal quarter of 2009.

The Issuer has notified PPIV that although the First Amendment extends the maturity date of the amounts outstanding under the Convertible Note by approximately 30 days, it may attempt to negotiate, among other things, a longer-term extension of the maturity date of the Convertible Note with PPIV.

THIS NOTICE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

The foregoing description is qualified in its entirety by reference to the First Amendment, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares of Common Stock or may determine to purchase, sell or otherwise dispose of all or some of the shares of Common Stock and/or Series B Preferred Stock and/or Series C Preferred Stock of the Issuer or the Warrants exercisable for shares of Common Stock in the open market, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 7 are incorporated herein by reference. Such information is based upon 30,182,066 shares of Common Stock outstanding as of June 26, 2009 as reported in the Issuer’s Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on July 1, 2009.

The LEDH Members share voting and dispositive power over the shares of Common Stock and Series B Preferred Stock of the Issuer only as members of LEDH and by virtue of such status may be deemed to be the beneficial owners of the shares of Common Stock and Series B Preferred Stock of the Issuer held by LEDH. The LEDH Members disclaim beneficial ownership of the shares of Common Stock and Series B Preferred Stock held by other LEDH Members, except to the extent of any pecuniary interest, and this statement shall not be deemed to be an admission that they are the beneficial owners of such securities.

Except as set forth herein, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

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

The disclosure regarding the First Amendment in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits


Exhibit		Description

10.1		First Amendment to Convertible Note, effective as of July 31, 2009 (incorporated by reference to Exhibit 10.1 to Issuer’s Current Report on Form 8-K, filed with the SEC on August 11, 2009).

99.1		Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.

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: August 14, 2009


LED HOLDINGS, LLC
By:	/s/ Govi Rao
	Name:	Govi Rao
	Title:	President / CEO

PP IV (AIV) LED, LLC
By:	Pegasus Partners IV (AIV), L.P.,
	its sole member

By:	Pegasus Investors IV, L.P.,
	its general partner

By:	Pegasus Investors IV GP, L.L.C.,
	general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PP IV LED, LLC
By:	Pegasus Partners, IV, L.P.,
	its sole member

By:	Pegasus Investors IV, L.P.,
	its general partner

By:	Pegasus Investors IV GP, L.L.C.,
	its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, LP
	its general partner

By:	Pegasus Investors IV GP, L.L.C.,
	its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President


PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name:	Craig Cogut
	Title:	President & Managing Member

	/s/ Craig Cogut
	CRAIG COGUT

	/s/ Richard Kelson
	RICHARD KELSON

LED EFFECTS, INC.
By:	/s/ Kevin Furry
	Name:	Kevin Furry
	Title:	President

EX-99.1 2 w75374exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: August 14, 2009


LED HOLDINGS, LLC
By:	/s/ Govi Rao
	Name:	Govi Rao
	Title:	President / CEO

PP IV (AIV) LED, LLC
By:	Pegasus Partners IV (AIV), L.P., its sole member

By:	Pegasus Investors IV, L.P., its general partner

By:	Pegasus Investors IV GP, L.L.C., general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PP IV LED, LLC
By:	Pegasus Partners, IV, L.P., its sole member

By:	Pegasus Investors IV, L.P., its general partner

By:	Pegasus Investors IV GP, L.L.C., its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President


PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, LP its general partner

By:	Pegasus Investors IV GP, L.L.C., its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C., its general partner

By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Richard Weinberg
	Name:	Richard Weinberg
	Title:	Vice President

PEGASUS CAPITAL, LLC
By:	/s/ Craig Cogut
	Name:	Craig Cogut
	Title:	President & Managing Member

	/s/ Craig Cogut
	CRAIG COGUT

	/s/ Richard Kelson
	RICHARD KELSON

LED EFFECTS, INC.
By:	/s/ Kevin Furry
	Name:	Kevin Furry
	Title:	President