SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cyalume Technologies Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

232429100

(CUSIP Number)

James G. Schleck

JFC Technologies, LLC

100 West Main Street

Bound Brook, New Jersey 08805

(732) 469-7760

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with a copy to:

Lance A. Kawesch, Esq.

Kawesch Law Group, LLC

19 Winchester Street, Suite 104

Brookline, Massachusetts 02446

(617) 778-6869

November 19, 2013

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box £.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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).

(Continued on following pages)

James G. Schleck is the Chief Executive Officer of JFC Technologies, LLC.

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”), of Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Issuer”).

The address of the principal executive offices of the Issuer is 96 Windsor Street, West Springfield, Massachusetts 01089.

The Issuer issued an aggregate of 3,162,251 shares of Common Stock to JFC in connection with the sale of substantially all of JFC’s operations and certain related assets in transactions further described in Item 4 below. The Reporting Persons did not purchase the Common Stock for cash; rather the Common Stock was issued in connection with the transactions further described in Item 4 below. These transactions were exempt from registration under the Securities Act of 1933 (the “Securities Act”) pursuant to Rule 506 of Regulation D under the Securities Act.

As described in Item 4 below, on various dates in October 2011, and on December 31, 2012, JFC transferred an aggregate of 506,837 shares of Common Stock to a total of six individuals employed by Cyalume Specialty Products, Inc. (“CSP”), a subsidiary of the Issuer. These individuals were employed by JFC until August 31, 2011, and were employed by CSP beginning on September 1, 2011.

As further described in Item 4 below, on November 19, 2013, the Issuer and JFC entered into an amended and restated promissory note (the “Restated Note”), which amended and restated in its entirety the promissory note in the original principal amount of $2,100,000 originally issued by the Issuer to JFC on December 31, 2012 (the “Original Note”). 

On August 31, 2011, Cyalume Specialty Products, Inc. (“CSP”), a subsidiary of the Issuer, entered into an Asset Purchase Agreement (“APA”) with JFC and the owners of JFC. Pursuant to the APA, CSP purchased substantially all of JFC’s operations and certain related assets for consideration paid at closing, plus an earn-out based on future performance. A portion of the purchase price paid at closing consisted of the issuance to JFC of 712,771 shares of Common Stock, which at the time constituted less than five percent of the Issuer’s outstanding shares.

On various dates in October 2011, JFC transferred an aggregate of 106,837 shares of Common Stock to a total of six individuals employed by CSP. These individuals were employed by JFC until August 31, 2011, and were employed by CSP beginning on September 1, 2011.

On December 27, 2012, the Issuer and CSP entered into an Amendment Agreement (the “Amendment Agreement”) with JFC and Mr. Schleck, individually and in his capacity as representative of the members of JFC. The Amendment Agreement, among other things, amended certain terms of the APA. Under the Amendment Agreement, the Issuer issued to JFC 2,450,000 shares of Common Stock (the “Amendment Shares”), all of which shares are held in escrow as described in the following paragraph.

Under the Amendment Agreement, the Issuer has the right to repurchase any or all of the Amendment Shares during the month of January 2014, by providing notice to JFC of its exercise of that right on or before January 10, 2014. In addition, up to 350,000 of the Amendment Shares are subject to potential forfeiture if the volume weighted average trading price of the Common Stock during the month of December 2013 (the “December Closing Price”) is greater than $2.25, and the Issuer may be required to issue up to 350,000 additional shares of Common Stock to JFC if the December Closing Price is less than $2.00.

To secure the Issuer’s rights with respect to the Amendment Shares, all of the Amendment Shares are held in escrow by American Stock Transfer & Trust Company, LLC (the “Escrow Agent”), pursuant to an Escrow Agreement entered into among the Issuer, JFC and the Escrow Agent as of December 31, 2012.

Mr. Schleck and the Issuer are parties to an incentive stock option award granted on December 27, 2012, pursuant to which Mr. Schleck has the right to purchase 200,000 shares of Common Stock at an exercise price of $1.50 per share.

These stock options (the “Stock Options”) vest as to 40,000 shares on each of the first five anniversaries of the grant date.

The Issuer granted the Stock Options under the Issuer’s 2009 Omnibus Securities and Incentive Plan, provided that if the Issuer’s stockholders had not approved an increase in the number of shares of common stock available for issuance under such Plan of at least 650,000 at the Issuer’s 2013 annual meeting of stockholders or otherwise by December 27, 2013, then the Stock Options would have been deemed to have been granted outside of that Plan.

At the Issuer’s 2013 annual meeting of stockholders held on July 9, 2013, the Issuer’s stockholders approved the requisite amendment. Accordingly, the Stock Options remain subject to the terms of the Issuer’s 2009 Omnibus Securities and Incentive Plan, as amended.

On December 31, 2012, JFC transferred an aggregate of 400,000 shares of Common Stock to two individuals employed by CSP. These individuals were employed by JFC until August 31, 2011, and were employed by CSP beginning on September 1, 2011.

On November 19, 2013, the Issuer and JFC entered into an amended and restated promissory note (the “Restated Note”), which amended and restated in its entirety the promissory note in the original principal amount of $2,100,000 originally issued by the Issuer to JFC on December 31, 2012 (the “Original Note”).

Pursuant to the terms of the Restated Note, interest accrues on the principal amount at the rate of 12% per annum, retroactive to the date of the Original Note. The entire principal amount and all accrued interest under the Restated Note is due on the maturity date of December 31, 2016, or earlier upon the refinancing of the Issuer’s existing indebtedness (subject to the availability of at least $5,000,000 in available credit after such repayment) or a sale of the Issuer.

Up to $1 million of the principal amount of the Restated Note is convertible, at the option of JFC, into that number of shares of Series A Preferred Stock equal to the portion of the principal amount being converted divided by the conversion price of $32.50 per share (subject to adjustment based on certain changes in capitalization affecting the Series A Preferred Stock).

In addition, upon conversion of the first $499,980 of the principal amount of the Restated Note, JFC would receive (1) warrants (“Common Stock Warrants”), to purchase, for each $6.50 of the principal amount so converted, ten shares of the Issuer’s Common Stock, and (2) warrants (“Preferred Stock Warrants”), to purchase, for each $32.50 of the principal amount so converted, one share of Series A Preferred Stock. The exercise of the Preferred Stock Warrants is subject to a contingency that cannot occur in the next 60 days.

The Restated Note also amends the right previously granted to James G. Schleck, as set forth in the Amendment Agreement entered into on December 27, 2012 among the Issuer, Cyalume Specialty Products, Inc., JFC and Mr. Schleck, to be named by the Issuer as a nominee for election to the Issuer’s Board of Directors, such that Mr. Schleck will retain such right for so long as any of the following conditions is satisfied: (1) JFC and/or James G. Schleck collectively own at least 10% of the total number of outstanding shares of the Issuer’s Common Stock, (2) any portion of the indebtedness under the Restated Note remains outstanding, or (3) JFC shall have exercised the conversion option under the Restated Note and shall continue to beneficially own any shares of Series A Preferred Stock acquired upon such exercise.

Upon the issuance of the Restated Note, the Issuer issued to JFC warrants (the “JFC Warrants”), to purchase up to 73,009 shares of the Issuer’s Common Stock. The JFC Warrants terminate ten years after issuance and are exercisable for $0.01 per share.  The JFC Warrants are exercisable on a cashless basis at the option of JFC.  The JFC Warrants have standard anti-dilution protection upon a distribution of dividends or a reclassification of the Issuer’s Common Stock.

The foregoing summary provides only a brief description of the Restated Note and the JFC Warrants. The summary does not purport to be complete and is qualified in its entirety by the full text of such documents, copies of which were attached to the Issuer’s Form 8-K filed with the Commission on November 22, 2013 as Exhibits 10.6 and 3.6, respectively, and which are incorporated herein by reference.

These 5,076,335 shares of Common Stock represent 17.34% of the Common Stock issued and outstanding, based on 29,272,781 shares of Common Stock outstanding, based on information provided by Cyalume Technologies Holdings, Inc.

All contracts, arrangements, understandings and relationships relating to the Reporting Persons with respect to the securities of the Issuer are described above in this Schedule 13D.

Exhibit 1 – Asset Purchase Agreement, dated August 31, 2011, by and among the Issuer, CSP, JFC and the Selling Members of JFC (incorporated by reference to Exhibit 10.8 of the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011).

Exhibit 2 – Amendment Agreement, dated December 27, 2012, by and among the Issuer, CSP, JFC and James G. Schleck (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on January 2, 2013).

Exhibit 3 – Incentive Stock Option Award, dated December 27, 2012, by and between the Issuer and James. G. Schleck (incorporated by reference to Exhibit 3 of JFC’s Schedule 13D filed on February 19, 2013).

Exhibit 4 – Cyalume Technologies Holdings, Inc. 2009 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit A of the Issuer’s Proxy Statement on Schedule 14A filed on April 30, 2009).

Exhibit 5 – Escrow Agreement, dated as of December 31, 2012, by and among American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, JFC, and the Issuer (incorporated by reference to Exhibit 5 of the Schedule 13D filed by James G. Schleck and JFC on February 19, 2013).

Exhibit 6 – Amended and Restated Promissory Note, dated November 19, 2013, from the Issuer to JFC (incorporated by reference to Exhibit 10.6 of the Issuer’s Form 8-K filed with the Commission on November 22, 2013).

Exhibit 7 – Form of JFC Warrant, dated November 19, 2013, issued by the Issuer to JFC (incorporated by reference to Exhibit 3.6 of the Issuer’s Form 8-K filed with the Commission on November 22, 2013).

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 12, 2013