LSCG Lighting Science Group Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 37)*

 

 

Lighting Science Group Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

53224G103

(CUSIP Number)

Daniel Stencel

LED Holdings, LLC

co Pegasus Capital Advisors, L.P.

99 River Road

Cos Cob, CT 06807

(203) 869-4400

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

August 27, 2014

(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.  ¨

 

 

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).

 

 

 

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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)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   20,972,495
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   20,972,495
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   20,972,495
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   10.0%(1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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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)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   154,089,828
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   154,089,828
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   154,089,828
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   73.5%(1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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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)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   154,089,828
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   154,089,828
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   154,089,828
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   73.5%(1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons   PEGASUS PARTNERS IV, LP 20-8228643
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   249,116,311(1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   249,116,311(1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   249,116,311(1)
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   83.4%(1)(2)
(14)		Type of reporting person (see instructions)   PN

 

(1)

Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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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)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   154,089,828
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   154,089,828
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   154,089,828
(12)		Check if the aggregate amount in row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in row (11)   73.5%(1)
(14)		Type of reporting person (see instructions)   OO

 

(1)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons:   LSGC Holdings II LLC 45-3443986
(2)		Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(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):  ¨
(6)		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power:   92,056,786(1)
				(8)		Shared voting power:   -0-
				(9)		Sole dispositive power:   92,056,786(1)
				(10)		Shared dispositive power:   -0-
(11)		Aggregate amount beneficially owned by each reporting person:   92,056,786(1)
(12)		Check if the aggregate amount in row (11) excludes certain shares (see instructions):  ¨
(13)		Percent of class represented by amount in row (11):   30.8%(1)(2)
(14)		Type of reporting person (see instructions):   OO

 

(1)

Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons:   PCA LSG Holdings, LLC 45-3836143
(2)		Check the appropriate box if a member of a group (see instructions): (a)  ¨        (b)  ¨
(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):  ¨
(6)		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power:   81,838,372 (1)
				(8)		Shared voting power:   -0-
				(9)		Sole dispositive power:   81,838,372 (1)
				(10)		Shared dispositive power:   -0-
(11)		Aggregate amount beneficially owned by each reporting person:   81,838,372 (1)
(12)		Check if the aggregate amount in row (11) excludes certain shares (see instructions):  ¨
(13)		Percent of class represented by amount in row (11):   28.2%(1)(2)
(14)		Type of reporting person (see instructions):   OO

 

(1)

Includes common stock issuable upon the conversion of 18,316 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 16,500 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 16,500 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons   PEGASUS INVESTORS IV, LP 20-8228567
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   249,116,311(1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   249,116,311(1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   249,116,311(1)
(12)		Check if the aggregate amount in row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in row (11)   83.4%(1)(2)
(14)		Type of reporting person (see instructions)   PN

 

(1)

Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock and 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons   PEGASUS INVESTORS IV GP, LLC 20-8228323
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   254,116,311(1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   254,116,311(1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   254,116,311(1)
(12)		Check if the aggregate amount in row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in row (11)   83.7%(1)(2)
(14)		Type of reporting person (see instructions)   OO

 

(1)

Includes common stock issuable upon the conversion of 15,577 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 19,657 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 19,657 warrants at a ratio of approximately 2,650 shares of common stock for each warrant and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons   PEGASUS CAPITAL, LLC 06-1463162
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   Connecticut
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   340,954,683 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   340,954,683 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   340,954,683 (1)
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   87.6%(1)(2)
(14)		Type of reporting person (see instructions)   OO

 

(1)

Includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 36,157 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 36,157 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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CUSIP No. 53224G103

 

(1)		Names of reporting persons   CRAIG COGUT
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
(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)  ¨
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   342,128,625 (1)
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   342,128,625 (1)
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   342,128,625 (1)
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
(13)		Percent of class represented by amount in Row (11)   87.9% (1)(2)
(14)		Type of reporting person (see instructions)   IN

 

(1)

Includes 570,959 shares of restricted stock issued to Pegasus Capital Advisors IV, L.P. related to director compensation in 2014 that are fully votable, but vest on January 1, 2015. Also includes common stock issuable upon the conversion of 33,893 shares of Series I Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series I Convertible Preferred Stock, 36,157 shares of Series J Convertible Preferred Stock at a ratio of approximately 1,053 shares of common stock for each share of Series J Convertible Preferred Stock, 36,157 warrants at a ratio of approximately 2,650 shares of common stock for each warrant, a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners IV, L.P. and a warrant to purchase 5,000,000 shares of common stock held by Pegasus Capital Partners V, L.P.

(2)	Based on 209,606,581 shares of common stock outstanding as of August 26, 2014.

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Amendment No. 37 to Schedule 13D

This Amendment No. 37 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of LED Holdings, LLC (“LED Holdings”), Pegasus Capital Advisors, L.P. (“PCA”), Pegasus Capital Advisors GP, L.L.C. (“PCA GP”), PP IV (AIV) LED, LLC (“PPAIV”), PP IV LED, LLC (“PPLED”), Pegasus Partners IV, L.P. (“PPIV”), LSGC Holdings LLC (“LSGC Holdings”), LSGC Holdings II LLC (“LSGC Holdings II”), PCA LSG Holdings, LLC (“PCA Holdings”), Pegasus Investors IV, L.P. (“PIIV”), Pegasus Investors IV GP, L.L.C. (“PIGP”), Pegasus Capital, LLC (“PCLLC”), and Craig Cogut (“Mr. Cogut,” and together with LED Holdings, PPAIV, PPLED, PPIV, LSGC Holdings, LSGC Holdings II, PCA Holdings, PIIV, PIGP and PCLLC, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”), as the case may be, 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, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, Amendment No. 17 filed on February 2, 2011, Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011, Amendment No. 21 filed on December 23, 2011, Amendment No. 22 filed on January 30, 2012, Amendment No. 23 filed on April 4, 2012, Amendment No. 24 filed on April 24, 2012, Amendment No. 25 filed on May 31, 2012, Amendment No. 26 filed on October 1, 2012, Amendment No. 27 filed on September 17, 2013, Amendment No. 28 filed on December 5, 2013, Amendment No. 29 filed on January 8, 2014, Amendment No. 30 filed on January 15, 2014, Amendment No. 31 filed on February 12, 2014, Amendment No. 32 filed on February 21, 2014, Amendment No. 33 filed on April 7, 2014, Amendment No. 34 filed on June 23, 2014, Amendment No. 35 filed on August 4, 2014, and Amendment No. 36 filed on August 20, 2014. Except as specifically provided herein, this Amendment No. 37 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

Item 3 of Schedule 13D is supplemented as follows:

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

 

Item 4.

Purpose of Transaction

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

Series J Securities Purchase

As previously disclosed, on August 14, 2014, Lighting Science Group Corporation (the “Issuer”) entered into a Series J Subscription Agreement (the “Series J Subscription Agreement”) with PCA Holdings. On August 27, 2014, pursuant to the Series J Subscription Agreement, the Issuer issued an additional 4,000 units of its securities (the “Series J Securities”) to PCA Holdings at a price of $1,000 per Series J Security and total consideration of $4,000,000. Each Series J Security consists of (A) one share of the Issuer’s Series J Convertible Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”) and (B) a warrant to purchase 2,650 shares of the Issuer’s common stock, at an exercise price of $0.001 per share (the “Warrants”). The designations, powers, rights, and preferences of the Series J Preferred Stock are governed by the Amended and Restated Certificate of Designation governing the Series J Preferred Stock, which was filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 20, 2014. The Warrants issued to PCA Holdings as part of the Series J Securities contain substantially identical terms as the warrants previously issued to PCA Holdings on January 3, 2014, and filed as Exhibit 4.5 to the Issuer’s Form 8-K filed with the SEC on January 8, 2014.

Election of Directors

On August 28, 2014, in connection with the designation rights under the Amended and Restated Certificate of Designation governing the Issuer’s Series I Convertible Preferred Stock (the “Series I Certificate of Designation”), LSGC Holdings II, PCA Holdings and their affiliates elected Craig Cogut, Richard H. Davis, Jr., Jonathan Rosenbaum and Seth Bernstein as directors to the Board of Directors (the “Board”) of the Issuer (each, a “Series I Director”) to serve on behalf of the holders of the Issuer’s Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”). Each Series I Director may serve a one-year term expiring at the next Annual Meeting of Stockholders in 2015 and until the election and qualification of his successor or his earlier resignation or removal. Messrs. Cogut and Davis are representatives and affiliates of PCA, Pegasus Capital Advisors IV, L.P. and their affiliates. Mr. Cogut is currently serving as Chairman of the Board of the Issuer. Mr. Rosenbaum is a designee of LSGC Holdings II, PCA Holdings and their affiliates. Mr. Bernstein is a Senior Advisor to Mr. Cogut and PCA and Mr. Bernstein have entered into a general consulting agreement pursuant to which Mr. Bernstein provides consulting services to PCA.

Pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect a portion of the Board equal to LSGC Holdings II’s, PCA Holdings’ and their affiliates’ proportionate share of the Issuer’s common stock on a fully diluted basis and may designate a director to serve as Chairman of the Board. In connection with the right to elect directors pursuant to the Series I Certificate of Designation, LSGC Holdings II, PCA Holdings and their affiliates may elect additional directors to the Board and/or replace the directors they have elected to the Board pursuant to the terms of the Series I Certificate of Designation.

At the Issuer’s Annual Meeting of Stockholders on August 28, 2014, the stockholders elected six directors to the Issuer’s Board, including Warner Phillips (“Mr. Phillips”), General James L. Jones (“General Jones”) and Sanford Climan (“Mr. Climan”). Messrs. Phillips and Climan serve as operating advisors to PCA. General Jones serves as a strategic advisor to PCA and is the President of Jones International Group LLC, d/b/a Jones Group International (“Jones Group International”). PCA and Jones Group International have entered into a general consulting agreement pursuant to which General Jones provides consulting services to PCA. Each of the directors was elected for a one-year term expiring at the next Annual Meeting of Stockholders in 2015 and until the election and qualification of their respective successors or their earlier resignation or removal.

 

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Appointment of New CEO and Resignation of Interim CEO

On August 29, 2014, RW LSG Holdings, LLC and its affiliates, along with PCA, PCA Holdings and LSGC Holdings II, as the “Primary Investors” of the Issuer’s Series H Convertible Preferred Stock and Series I Preferred Stock, respectively, and as the joint “Primary Investors” of the Series J Preferred Stock, consented to the Issuer hiring a new Chief Executive Officer and Chief Operating Officer. On August 29, 2014, the Issuer appointed Edward Bednarcik as Chief Executive Officer of the Issuer, effective September 8, 2014. In connection with Mr. Bednarcik’s appointment, Mr. Davis will resign from his position as Interim Chief Executive Officer, effective September 8, 2014.

Forfeiture of Shares of Restricted Stock

As previously disclosed, on March 25, 2014, the Issuer’s Board granted shares of restricted common stock of the Issuer directly to Pegasus Capital Advisors IV, L.P. (“Pegasus Advisors IV”) as director fees in respect of the 2014 service of Steven Wacaster (“Mr. Wacaster”) on the Issuer’s Board. Pursuant to the grant, the Issuer issued 240,000 shares of restricted common stock as director fees in respect of Mr. Wacaster’s Board service. The shares of restricted common stock were all valued at $0.39 per share upon issuance. The shares of restricted common stock granted in respect of Mr. Wacaster’s Board service fully vest on January 1, 2015. Because as of August 28, 2014, Mr. Wacaster no longer serves on the Issuer’s Board, Pegasus Advisors IV forfeited to the Issuer 69,041 shares of restricted common stock received as director fees for Mr. Wacaster’s Board service. As Mr. Wacaster served on the Issuer’s Board as a representative of Pegasus Advisors IV and its affiliates, he does not have a right to any of the Issuer’s securities issued as director fees and Pegasus Advisors IV is entitled to receive all director fees payable by the Issuer in respect of Mr. Wacaster’s Board service. All securities issued as director fees for Mr. Wacaster’s Board service were accordingly issued directly to Pegasus Advisors IV. Pegasus Capital Advisors IV GP, L.L.C. (“PCA IV GP”) is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of PCA IV GP.

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 and/or their affiliates may acquire additional securities of the Issuer, including but not limited to common stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer 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 and/or their affiliates may deem material to its investment decision. Also, the Reporting Persons and/or their affiliates have had and will continue to have discussions with management regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein and/or in previous amendments to this Schedule 13D, as the case may be, 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

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) (b) Items 7 through 11 and 13 of each of the cover pages of this amended Schedule 13D are incorporated herein by reference. Such information is based upon 209,606,581 shares of common stock outstanding as of August 26, 2014.

(c) Except as set forth herein and/or in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past 60 days.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(f) of Amendment No. 28 to this Schedule 13D is incorporated by reference herein.

(e) N/A

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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: September 4, 2014

 

 

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