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o Rule 13d-1(b)
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x Rule 13d-1(c)
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o Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
Koninklijke Philips Electronics N.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
N/A.
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
4,865,811 (2)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,865,811 (2)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,865,811 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.60% (1) (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
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This calculation is based on 186,595,069 shares of Common Stock outstanding as of April 27, 2011 (as confirmed by the Issuer to the Reporting Person).
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2
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Refer to Item 4 below.
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E), (1);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G), 2;
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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On August 27, 2009, in connection with a litigation settlement, the Issuer issued to the Reporting Person a convertible note (the “Convertible Note”) in an aggregate amount of $5,000,000 in consideration of a $5,000,000 loan made by the Reporting Person to the Issuer.
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On March 3, 2010, the Convertible Note was automatically converted into Units of the Issuer, on which date the outstanding aggregate principal and accrued interest on the Convertible Note was $5,362,465.75. Each Unit consisted of (i) one share of the Issuer's Series D Non-Convertible Preferred Stock, and (ii) a warrant to purchase one share of the Issuer's Common Stock. After the conversion of the Convertible Note into the Units, the Reporting Person received 5,330,482 Units, which consisted of (i) 5,330,482 shares of the Issuer's Series D Non-Convertible Preferred Stock, and (ii) warrants to purchase 5,330,482 shares of the Issuer's Common Stock (the “Series D Warrants”).
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Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings LLC, Pegasus Partners IV, L.P. and LED Holdings, LLC, dated September 30, 2010, all of the Issuer’s Series D Non-Convertible Preferred Stock was automatically converted into shares of the Issuer’s Common Stock 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 Non-Convertible Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment became effective upon its filing with the Secretary of State of Delaware on December 21, 2010. As a result of that amendment, the 5,330,482 shares of Issuer's Series D Non-Convertible Preferred Stock held by the Reporting Person as of December 21, 2010 were converted into 3,506,538 shares of the Issuer’s Common Stock.
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Pursuant to the Exchange Agreement between the Issuer and the Reporting Person, dated April 27, 2011 (the “Exchange Agreement”), the Reporting Person’s 5,330,482 Series D Warrants were exchanged for 1,359,273 shares of the Issuer’s Common Stock. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed herewith as Exhibit 1 and is hereby incorporated herein by reference
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In connection with the Exchange Agreement, the Reporting Person entered into a lock-up agreement, dated April 27, 2010 (the “Lock-Up Agreement”), with Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC. Pursuant to the Lock-Up Agreement, among other things, the Reporting Person is restricted from selling any shares of the Issuer’s Common Stock for a period beginning on April 27, 2011 until the date that is 180 days after the public offering date to be set forth on the final prospectus contemplated to be filed by the Issuer for the public offering of the Issuer’s Common Stock (the “Lock-Up Period”). The Lock-Up Period will be automatically extended if: (1) during the last 17 days of the Lock-up Period the Issuer releases earnings results or material news or a material event; or (2) prior to the expiration of the Lock-Up Period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, in which case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the release of the earnings results or announcement of the material news or material event, as applicable. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed herewith as Exhibit 2 and is hereby incorporated herein by reference.
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As confirmed to the Reporting Person by the Issuer on April 27, 2011, there were 186,595,069 shares of Common Stock outstanding as of April 27, 2011. Based on this, the Reporting Person may be deemed to be the beneficial owner of approximately 2.6% of the total number of shares of Common Stock outstanding.
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(i)
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Sole power to vote or to direct the vote: 4,865,811 shares
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(ii)
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Shared power to vote or to direct the vote: 0 shares
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(iii)
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Sole power to dispose or to direct the disposition of: 4,865,811 shares
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(iv)
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Shared power to dispose or to direct the disposition of: 0 shares
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KONINKLIJKE PHILIPS ELECTRONICS N.V.
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By:
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/s/ Michael L. Manning
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Name: Michael L. Manning
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Title: Attorney-In-Fact
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Exhibit No.
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Description
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1
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Exchange Agreement, dated April 27, 2011, between the Issuer and the Reporting Person.
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2
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Lock-Up Agreement, dated April 27, 2010, between the Reporting Person, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC.
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