sc13dza

0000950123-10-116578.txt : 20101228 0000950123-10-116578.hdr.sgml : 20101228 20101227181117 ACCESSION NUMBER: 0000950123-10-116578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101228 DATE AS OF CHANGE: 20101227 GROUP MEMBERS: CRAIG COGUT GROUP MEMBERS: LSGC HOLDINGS LLC 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 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: 101274690 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 w80951sc13dza.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. 16)*

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

53224G103
(CUSIP Number)

Richard Weinberg
LED Holdings, LLC
99 River Road
Cos Cob, CT 06807
(203) 869-4400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 22, 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			29,172,496

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			29,172,496

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	29,172,496

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)

	23.27% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Based on 81,280,292 shares of common stock outstanding as of November 11, 2010, plus the 44,072,123 shares of common stock issued in conjunction with the conversion of the Series D Preferred Stock.


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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes 60,758,777 shares of Issuer common stock issuable upon exercise of Series D Warrants and 942,857 shares of Issuer common stock issuable upon exercise of warrants issued in connection with the Guaranty Agreement, dated July 25, 2008, by and between PPIV and the Issuer.

(2) Based on 81,280,292 shares of common stock outstanding as of November 11, 2010, plus the 44,072,123 shares of common stock issued in conjunction with the conversion of the Series D Preferred Stock.


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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


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)

	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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		53224G103


1	NAMES OF REPORTING PERSONS LSGC Holdings LLC 27-3651400


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			169,491,463(1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


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			169,491,463 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,491,463 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,491,463 (1)

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)

	90.61%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


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			169,604,854 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			169,604,854 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,601,854 (1)

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)

	90.67% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes 60,758,777 shares of Issuer common stock issuable upon exercise of Series D Warrants, 942,857 shares of Issuer common stock issuable upon exercise of warrants issued in connection with the Guaranty Agreement, dated July 25, 2008, by and between PPIV and the Issuer, and 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested or will vest in four equal installments of 3,000 on April 23, 2010, July 1, 2010, October 1, 2010, and January 3, 2011.

Amendment No. 16 to Schedule 13D

This Amendment No. 16 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 ”), LSGC Holdings LLC (“LSGC Holdings”), Pegasus Investors IV, L.P. (“PIIV ”), Pegasus Investors IV GP, L.L.C. (“PIGP ”), Pegasus Capital, LLC (“PCLLC ”), and Craig Cogut (“Mr. Cogut”) 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, Amendment No. 13 filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, and Amendment No. 15 filed on November 5, 2010. Except as specifically provided herein, this Amendment No. 16 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 3. Source and Amount of Funds or Other Consideration

The disclosure in Item 4 below is incorporated herein by reference.

Item 4. Purpose of Transaction

As previously disclosed, pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings, PPIV and LEDH dated September 30, 2010 (the “Recapitalization Agreement”), 60,758,777 shares of Series D Preferred Stock of the Issuer held by LSGC Holdings were automatically converted to 39,800,874 shares of common stock of the Issuer upon the effectiveness of a Certificate of Amendment to the Issuer’s Certificate of Incorporation that amended the Certificate of Designation concerning the Issuer’s Series D Preferred Stock (the “Certificate of Amendment”). The Certificate of Amendment became effective after it was filed with the Secretary of State of Delaware on December 22, 2010. The Certificate of Amendment was approved by a majority of the Issuer’s stockholders. The accrued liquidation value of the Series D Preferred Stock was calculated and those shares were converted to one share of the Issuer’s common stock for each $1.60 of accrued liquidation value pursuant to the Agreement.

The foregoing description of the Recapitalization Agreement does not purport to be complete and is qualified in its entirety by reference to the Recapitalization Agreement, which was previously filed as Exhibit 10.1 to Amendment No. 15 to this Schedule 13D and is 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 other securities 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. 16 are incorporated herein by reference. Such information is based upon 81,280,292 shares of Common Stock outstanding as of November 11, 2010, plus the 44,072,123 shares of Common Stock issued in conjunction with the conversion of the Series D Preferred Stock, as discussed in Item 4 above.

The disclosure regarding the Recapitalization Agreement 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 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: December 27, 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

		LSGC HOLDINGS LLC

		By:		Pegasus Partners IV, L.P.,
				its managing member

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

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

		By:		/s/ Steven Wacaster
				Name: Steven Wacaster
				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

EX-99.1 2 w80951exv99w1.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: December 27, 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

		LSGC HOLDINGS LLC

		By:		Pegasus Partners IV, L.P.,
				its managing member

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

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

		By:		/s/ Steven Wacaster
				Name: Steven Wacaster
				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