-----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, CKXZ5d5UC8jfJwNW8pVlvngcJRIWsEW5P7oTWa1AI/l6oEUcRXWaNIU6+dSLo9xv V6JbLVmNJPspoX4h8vn3fA== 0000950123-10-065985.txt : 20100716 0000950123-10-065985.hdr.sgml : 20100716 20100716153313 ACCESSION NUMBER: 0000950123-10-065985 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100716 DATE AS OF CHANGE: 20100716 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: 10956398 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 w79219sc13dza.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. 14)*
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)
July 9, 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)
   
  62.2% (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 30,551,541 shares of common stock outstanding as of May 12, 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)
   
  62.2% (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 30,551,541 shares of common stock outstanding as of May 12, 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)
   
  62.2% (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 30,551,541 shares of common stock outstanding as of May 12, 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   77,066,002 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,066,002 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  97,732,858 (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)
   
  88.6% (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. (as defined herein) on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by PPIV 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 PPIV on August 27, 2009, 24,097,148 shares of common stock issuable upon exercise of warrants which PPIV has acquired pursuant to the Issuer’s rights offering consummated on March 3, 2010, 1,555,860 shares of common stock issuable upon exercise of warrants which PPIV has received pursuant to a Guaranty Agreement entered into with the Issuer, 11,764,750 shares of common stock issuable upon exercise of warrants acquired by PPIV in connection with a purchase of Units (as defined herein) on June 23, 2010, and 88,102 shares of common stock issuable upon exercise of warrants acquired by PPIV in satisfaction of the guaranty fee determined on July 9, 2010, pursuant to Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement between the Issuer and PPIV.
(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 30,551,541 shares of common stock outstanding as of May 12, 2010.
(4) PPIV 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   77,066,002 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,066,002 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  97,732,858 (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)
   
  88.6% (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 PPIV (as defined herein) on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by PPIV 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 PPIV on August 27, 2009, 24,097,148 shares of common stock issuable upon exercise of warrants which PPIV has acquired pursuant to the Issuer’s rights offering consummated on March 3, 2010, 1,555,860 shares of common stock issuable upon exercise of warrants which PPIV has received pursuant to a Guaranty Agreement entered into with the Issuer, 11,764,750 shares of common stock issuable upon exercise of warrants acquired by PPIV in connection with a purchase of Units (as defined herein) on June 23, 2010, and 88,102 shares of common stock issuable upon exercise of warrants acquired by PPIV in satisfaction of the guaranty fee determined on July 9, 2010, pursuant to Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement between the Issuer and PPIV.
(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 30,551,541 shares of common stock outstanding as of May 12, 2010.
(4) PPIV 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 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   77,066,002 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,066,002 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  97,732,858 (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)
   
  88.6% (3)(4)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) Includes 942,857 shares of common stock issuable upon exercise of a warrant issued to PPIV (as defined herein) on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by PPIV 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 PPIV on August 27, 2009, 24,097,148 shares of common stock issuable upon exercise of warrants which PPIV has acquired pursuant to the Issuer’s rights offering consummated on March 3, 2010, 1,555,860 shares of common stock issuable upon exercise of warrants which PPIV has received pursuant to a Guaranty Agreement entered into with the Issuer, 11,764,750 shares of common stock issuable upon exercise of warrants acquired by PPIV in connection with a purchase of Units (as defined herein) on June 23, 2010, and 88,102 shares of common stock issuable upon exercise of warrants acquired by PPIV in satisfaction of the guaranty fee determined on July 9, 2010, pursuant to Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement between the Issuer and PPIV.
(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 30,551,541 shares of common stock outstanding as of May 12, 2010.
(4) PPIV 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 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   77,066,002 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,066,002 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  97,732,858 (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)
   
  88.6%(3)(4)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) Includes 942,857 shares of common stock issuable upon exercise of a warrant issued to PPIV (as defined herein) on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by PPIV 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 PPIV on August 27, 2009, 24,097,148 shares of common stock issuable upon exercise of warrants which PPIV has acquired pursuant to the Issuer’s rights offering consummated on March 3, 2010, 1,555,860 shares of common stock issuable upon exercise of warrants which PPIV has received pursuant to a Guaranty Agreement entered into with the Issuer, 11,764,750 shares of common stock issuable upon exercise of warrants acquired by PPIV in connection with a purchase of Units (as defined herein) on June 23, 2010, and 88,102 shares of common stock issuable upon exercise of warrants acquired by PPIV in satisfaction of the guaranty fee determined on July 9, 2010, pursuant to Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement between the Issuer and PPIV.
(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 30,551,541 shares of common stock outstanding as of May 12, 2010.
(4) PPIV 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

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   77,173,393 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,173,393 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  97,840,249 (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)
   
  88.7% (3)(4)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Includes 942,857 shares of common stock issuable upon exercise of a warrant issued to PPIV (as defined herein) on July 25, 2008, 3,599,618 shares of common stock issuable upon the exercise of warrants acquired by PPIV 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 PPIV on August 27, 2009, 24,097,148 shares of common stock issuable upon exercise of warrants which PPIV has acquired pursuant to the Issuer’s rights offering consummated on March 3, 2010, 1,555,860 shares of common stock issuable upon exercise of warrants which PPIV has received pursuant to a Guaranty Agreement entered into with the Issuer, 11,764,750 shares of common stock issuable upon exercise of warrants acquired by PPIV in connection with a purchase of Units (as defined herein) on June 23, 2010, 6,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in two equal installments of 3,000 on April 23, 2010 and July 1, 2010, and 88,102 shares of common stock issuable upon exercise of warrants acquired by PPIV in satisfaction of the guaranty fee determined on July 9, 2010, pursuant to Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement between the Issuer and PPIV.
(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 30,551,541 shares of common stock outstanding as of May 12, 2010.
(4) PPIV 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

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   224,011 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,666,856 (2)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   224,011 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,666,856 (2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  20,890,867 (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)
   
  62.9% (3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Includes 224,011 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 30,551,541 shares of common stock outstanding as of May 12, 2010.


 

Amendment No. 14 to Schedule 13D
     This Amendment No. 14 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 ”), Pegasus Investors IV, L.P. (“PIIV ”), Pegasus Investors IV GP, L.L.C. (“PIGP ”), Pegasus Capital, LLC (“PCLLC ”), Craig Cogut (“Mr. Cogut”) and Richard Kelson (“Mr. Kelson,” and together with PPAIV, PPLED, PPIV, PIIV, PIGP, PCLLC and Mr. Cogut, the “LEDH Members ”) (LEDH and the LEDH Members are 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, Amendment No. 8 filed on September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, and Amendment No. 13 filed on July 2, 2010. Except as specifically provided herein, this Amendment No. 14 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above filed by the Reporting Persons. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
     On July 9, 2010, in conjunction with the execution of the Fifth Amendment (as defined in Item 4 below) and in accordance with the Guaranty Amendment (as defined in Item 4 below), the Issuer issued PPIV 88,102 units of its securities (“Units”) in satisfaction of the guaranty fee of $88,630 determined on July 9, 2010, pursuant to the Guaranty Amendment. Each Unit consists of: (a) one share of the Issuer’s Series D Non-Convertible Preferred Stock, par value $0.001 per share, and (b) one warrant (collectively, the Warrants”) entitling the holder thereof to purchase one share of the Issuer’s common stock, par value $0.001 per share. The Warrants are immediately exercisable with an exercise price of $6.00 per share of common stock, subject to adjustment, and have a term of 12 years.
Item 4. Purpose of Transaction
Payment of Guaranty Fee to PPIV
     On July 25, 2008, the Issuer entered into the Loan Authorization Agreement (the “Loan Agreement”) and Demand Note with the Bank of Montreal (“BMO”), pursuant to which BMO established a revolving line of credit for the Issuer. The Issuer and BMO subsequently entered into various amendments to the Loan Agreement and the Issuer executed a replacement Demand Note, which reduced the size of the revolving line of credit with BMO to $10 million and extended its maturity date to April 19, 2011 in the event that BMO does not make prior written demand.
     On July 9, 2010, the Issuer and BMO entered into the Fifth Amendment to Bank of Montreal Loan Authorization Agreement (the Fifth Amendment”), and the Issuer executed the Replacement Demand Note (the Replacement Note”). The Fifth Amendment and the Replacement Note decreased the size of the Issuer’s revolving line of credit with BMO from $10 million to $2 million. On the same date and in connection with the Fifth Amendment and the Replacement Note, PPIV executed a Guarantor’s Acknowledgement and Consent (the “Guaranty Consent”) pursuant to which PPIV acknowledged its guaranty of the Issuer’s obligations pursuant to the Loan Agreement, as amended by the Fifth Amendment.
     The Loan Agreement is guaranteed by PPIV in accordance with the Guaranty Agreement dated as of July 25, 2008, which was decreased and extended in conjunction with the amendments to the Loan Agreement (the “Guaranty”). In conjunction with the third amendment to the Loan Agreement, on March 15, 2010, the Issuer and PPIV entered into the Amended and Restated Guaranty Extension Agreement (the “Guaranty Extension Agreement”), pursuant to which PPIV agreed to continue to guarantee the Loan Agreement in exchange for, among other things, a guarantee fee.
     On July 9, 2010, in conjunction with the execution of the Fifth Amendment, the Issuer and PPIV entered into Amendment No. 1 to the Guaranty Extension Agreement (the “Guaranty Amendment”). Pursuant to the Guaranty Amendment, the Issuer agreed to issue 88,102 Units to PPIV in satisfaction of the accrued portion of the guaranty fee payable pursuant to the Guaranty Extension Agreement, which totaled $88,630 as of July 9, 2010.
     Pursuant to the Guaranty Extension Agreement, as amended by the Guaranty Amendment, the Issuer is required to pay PPIV a fee (the “Guaranty Fee”), payable upon the earliest to occur of: (a) the maturity date of the Loan Agreement, (b) the date of termination of the Loan Agreement, (c) the date of termination of the Guaranty and (d) a change of control of the Issuer (each of (a), (b), (c) and (d), the “Fee Payment Date”). The Guaranty Fee is payable solely in Units, and PPIV will be entitled to receive one Unit for each $1.006 of the Guaranty Fee. The Guaranty Fee will be equal to the sum of:
  (i)   10% (on an annualized basis beginning on the first calendar day immediately following the effective date of the Fifth Amendment) of the Issuer’s average daily loan balance with BMO, plus
 
  (ii)   10% (on an annualized basis) of the maximum amount of loans available pursuant to the Loan Agreement (as amended pursuant to the Fifth Amendment) from the period beginning on August 19, 2010, and ending on the Fee Payment Date (this portion (ii) of the Guaranty Fee is referred to as the “Maximum Loan Fee”). If the Guaranty is terminated on or before August 18, 2010, the Maximum Loan Fee would be equal to $0.00.
Item 5. Interest in Securities of the Issuer
     Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 14 are incorporated herein by reference. Such information is based upon 30,551,541 shares of Common Stock outstanding as of May 12, 2010 as reported in the Issuer’s Form 10-Q filed with the SEC on May 17, 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.
     The disclosure regarding the issuance of Units pursuant to the Guaranty Amendment in Items 3 and 4 is incorporated herein by reference.
     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 Securities of the Issuer
     The disclosures regarding the Fifth Amendment and the Guaranty Amendment in Item 4 are incorporated herein by reference.
     Copies of the Fifth Amendment and the Guaranty Amendment are incorporated by reference as Exhibits 10.1 and 10.2, respectively, to this Amendment No. 14. You are encouraged to read the Fifth Amendment and the Guaranty Amendment for a more complete understanding of their terms and conditions. The foregoing descriptions of the Fifth Amendment and the Guaranty Amendment are qualified in their entirety by reference to the full texts of the Fifth Amendment and the Guaranty Amendment.
Item 7. Material to be Filed as Exhibits
     
Exhibit   Description
 
   
10.1
  Fifth Amendment to Bank of Montreal Loan Authorization Agreement and Demand Note, dated as of July 9, 2010, by and between Lighting Science Group Corporation and Bank of Montreal (incorporated by reference to Exhibit 10.1 to Issuer’s Current Report on Form 8-K, filed with the SEC on July 15, 2010).
 
   
10.2
  Amendment No. 1 to the Amended and Restated Guaranty Extension Agreement, dated July 9, 2010, by and between Lighting Science Group Corporation and Pegasus Partners IV, L.P. (incorporated by reference to Exhibit 10.3 to Issuer’s Current Report on Form 8-K, filed with the SEC on July 15, 2010).
 
   
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: July 16, 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 w79219exv99w1.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: July 16, 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
   

 

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