sc13dza

0000950123-10-022149.txt : 20100308 0000950123-10-022149.hdr.sgml : 20100308 20100308172022 ACCESSION NUMBER: 0000950123-10-022149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100308 GROUP MEMBERS: CRAIG COGUT 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: 10664571 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 w77569sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

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)

March 3, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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

	62.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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)

	62.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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)

	62.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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			64,527,067 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			64,527,067 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	85,193,923 (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)

	87.1% (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, 35,017,667 shares of common stock issuable upon exercise of warrants issued upon the automatic conversion of a convertible note that was issued to Pegasus Partners IV, L.P. on August 27, 2009 and 24,966,925 shares of common stock issuable upon exercise of warrants which Pegasus Partners IV, L.P. has a right to acquire pursuant to the Issuer's rights offering consummated on March 3, 2010.

(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 30,646,346 shares of common stock outstanding as of January 15, 2010.

(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			64,527,067 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			64,527,067 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	85,193,923 (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)

	87.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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			64,527,067 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			64,527,067 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	85,193,923 (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)

	87.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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			64,527,067 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			64,527,067 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	85,193,923 (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)

	87.1%(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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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			64,527,067 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			64,527,067 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	85,193,923 (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)

	87.1% (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 30,646,346 shares of common stock outstanding as of January 15, 2010.


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			202,620 (1)

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

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			202,620 (1)

WITH		10	SHARED DISPOSITIVE POWER

			20,666,856 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,869,476 (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)

	62.7% (3)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes 202,620 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 30,646,346 shares of common stock outstanding as of January 15, 2010.

Amendment No. 9 to Schedule 13D

This Amendment No. 9 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 ”) and Richard Kelson (“Mr. Kelson,” together with PPAIV, PPLED, PPIV, 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, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009 and Amendment No. 8 filed on September 1, 2009. Except as specifically provided herein, this Amendment No. 9 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

On February 23, 2010, the Issuer received $2.0 million from PPIV as an advance payment (the “Advance Payment”) for units (“Units”) of the Issuer’s securities offered pursuant to the Issuer’s previously announced rights offering (the “Rights Offering”). Interest accrues on the Advance Payment at the rate of 14% per annum. Pursuant to a convertible note agreement, the Issuer previously granted PPIV or its assignees the option (the “Standby Purchase Option”) to acquire any Units not otherwise subscribed for pursuant to the terms of the Rights Offering. Accordingly, following the closing of the Rights Offering and in exchange for the Advance Payment, the Issuer will issue to PPIV approximately 1,989,000 Units pursuant to the Standby Purchase Option (based on the amount of interest that will have accrued on the Advance Payment as of the expected closing date of the Rights Offering). Such Units will be issued to PPIV not more than 45 days following the closing of the Rights Offering.

On March 3, 2010, the Issuer completed its Rights Offering, which expired in accordance with its terms at 5:00 p.m., New York City time, on February 26, 2010. As discussed above, pursuant to a convertible note agreement, the Issuer previously granted PPIV or its assignees the Standby Purchase Option to acquire any or all of the Units that were not subscribed for pursuant to the Rights Offering. Notwithstanding the Advance Payment, PPIV or its assignees may also elect to purchase additional Units pursuant to the Standby Purchase Option until April 18, 2010. In total, the Standby Purchase Option provides PPIV the right to purchase approximately 24,966,925 Units. PPIV or its assignees currently intend to purchase all of the remaining Units pursuant to the Standby Purchase Option.

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. 9 are incorporated herein by reference. Such information is based upon 30,646,346 shares of Common Stock outstanding as of January 15, 2010 as reported in the Issuer’s Form S-1/A filed with the SEC on January 12, 2010.

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 Advance Payment and Standby Purchase Option in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits


Exhibit		Description

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: March 8, 2010


		LED HOLDINGS, LLC

		By:		/s/ Richard Weinberg
				Name: Richard Weinberg
				Title: Manager

		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

EX-99.1 2 w77569exv99w1.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: March 8, 2010


		LED HOLDINGS, LLC

		By:		/s/ Richard Weinberg
				Name: Richard Weinberg
				Title: Manager

		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