-----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, Jj1DSo3Fq4hrJsZzo9CnS70+0m5+8w35xVtSL69LANpNLTUqa5lsKchTy8O7xzQt y2FBOVxy0AAykLZykFUZJg== 0000894579-07-000318.txt : 20070823 0000894579-07-000318.hdr.sgml : 20070823 20070823144348 ACCESSION NUMBER: 0000894579-07-000318 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 GROUP MEMBERS: ALFRED V. TOBIA, JR. GROUP MEMBERS: MICHAEL J. BARONE GROUP MEMBERS: SIDUS DOUBLE ALLPHA FUND, L.P. GROUP MEMBERS: SIDUS DOUBLE ALPHA FUND, LTD. GROUP MEMBERS: SIDUS INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: SIDUS INVESTMENT PARTNERS, L.P. GROUP MEMBERS: SIDUS INVESTMENTS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOOKSMART LTD CENTRAL INDEX KEY: 0001077866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133904355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56707 FILM NUMBER: 071075349 BUSINESS ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4153487000 MAIL ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sidus Investment Management LLC CENTRAL INDEX KEY: 0001300579 IRS NUMBER: 134099498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 THIRD AVE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-751-6644 MAIL ADDRESS: STREET 1: 767 THIRD AVE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 sidus33466413d.htm SCHEDULE 13D - SIDUS INVESTMENT MANAGEMENT, LLC Sidus 13D

CUSIP No. 53442503

  

Page 1 of 18 pages
     
     
   

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)

Looksmart Ltd.
 (Name of Issuer)

Common Stock
(Title of Class of Securities)

53442503
(CUSIP Number)

Direct any Notices and Communications to:
George J. Mazin, Esq.
Dechert LLP
30 Rockefeller Plaza
New York, NY 10112

August 14, 2007
(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 ss 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.      [X]

The information required in 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.

Page 1 of 18 Pages

 

CUSIP No. 53442503

  

Page 2 of 18 pages

     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

SIDUS INVESTMENT PARTNERS, L.P.

TAX ID # 13-4100882

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

WC


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

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

PN

 

CUSIP No. 53442503

  

Page 3 of 18 pages
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

SIDUS INVESTMENTS, LTD.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

WC


5

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     [ ]
 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

OO

 

CUSIP No. 53442503

  

Page 4 of 18 pages
     
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

SIDUS DOUBLE ALPHA FUND, L.P.

TAX ID # 90-0153134

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

WC


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

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

PN

 

CUSIP No. 53442503

  

Page 5 of 18 pages
     
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

SIDUS DOUBLE ALPHA FUND, LTD.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

WC


5

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     [  ]
 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

OO

 

CUSIP No. 53442503

  

Page 6 of 18 pages
     
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

SIDUS INVESTMENT MANAGEMENT, LLC

TAX ID # 13-4099498

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

AF


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

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

IA

CUSIP No. 53442503

  

Page 7 of 18 pages
     
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

ALFRED V. TOBIA, JR.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

AF


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 OF AMERICA

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 53442503

  

Page 8 of 18 pages
     
     

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

MICHAEL J. BARONE

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]

                                                                                                              (b) [  ]

 

3

SEC USE ONLY

 


4

 SOURCE OF FUNDS

AF


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 OF AMERICA

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,363,892

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,363,892

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.3%

12

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

CERTAIN SHARES   [   ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.3%

14

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 53442503

  

Page 9 of 18 pages

ITEM 1.

(a).

Name of Issuer: Looksmart Ltd
     
 

(b).

Address of Issuer's Principal Executive Offices:
     
   

625 Second Street
San Francisco, CA 94107
     
 

(c).

Title of Class of Securities: Common Stock
     
 

(d).

CUSIP Number: 53442503
     

ITEM 2.

This Statement is being filed jointly by each of the following persons:
     
 

(a).

This Statement is being filed jointly by (i) Sidus Investment Partners,

L.P., a Delaware limited partnership ("Sidus Partners"); (ii) Sidus Investments Ltd., a Cayman Islands exempted corporation, ("Sidus Investments"); (iii) Sidus Double Alpha Fund, L.P., a Delaware limited partnership ("Sidus Double Alpha"); (iv) Sidus Double Alpha Fund, Ltd., a Cayman islands exempted corporation ("Sidus Double Alpha Offshore"); (v) Sidus Investment Management, LLC, a Delaware limited liability company, which serves as investment manager to Sidus Partners, Sidus Investments, Sidus Double Alpha and Sidus Double Alpha Offshore (the "Manager"); (vi) Messrs. Alfred V. Tobia, Jr. and Michael J. Barone, who serve as the managing members of the Manager. Sidus Partners, Sidus Investments, Sidus Double Alpha, Sidus Double Alpha Offshore, the Manager, and Messrs. Tobia and Barone are sometimes also referred to herein individually as a "Reporting Person" and collectively as "Reporting Persons".
     
 

(b).

Address of Principal Business Office for Each of the Above:

 
    (i)  Sidus Investment Partners, L.P. -- The address of Sidus

Partners' principal business office is 767 Third Avenue, 15th Floor, New York, New

York, 10017.
    (ii)  Sidus Investments, Ltd. -- The address of Sidus
Investments' principal business office is 767 Third Avenue, 15th Floor, New York New
York, 10017.
     
    (iii) Sidus Double Alpha Fund, L.P. -- The address of Sidus
Double Alpha's principal business office is 767 Third Avenue, 15th Floor, New York,
New York, 10017.
     
    (iv) Sidus Double Alpha Fund, Ltd. -- The address of Sidus
Double Alpha Offshore's principal business office is 767 Third Avenue, 15th Floor,
New York, New York, 10017.
     

 

CUSIP No. 53442503

  

Page 10 of 18 pages

 

 

 

 (v) Sidus Investment Management, LLC -- The address of the

Manager's principal business office is 767 Third Avenue, 15th Floor, New York, New
York, 10017.
     
    (vi) Alfred V. Tobia, Jr. -- Mr. Alfred V. Tobia, Jr.'s principal
business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     
    (vii) Michael J. Barone -- Mr. Michael J. Barone's principal
business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     
 

(c).

Present principal business or principal occupation: Sidus

Partners, Sidus Investments, Sidus Double Alpha and Sidus Double Alpha Offshore
are each principally engaged in the private investment fund business. The principal business

of Sidus Investment Management, LLC (the "Manager") is as the investment manager of
Sidus Partners, Sidus Investments, Sidus Double Alpha and Sidus Double Alpha Offshore.
The principal occupation of each of Messrs. Tobia and Barone is as managing members of
the manager (the address of which is 767 Third Avenue, 15th Floor, New York, New
York, 10017).
 
 

(d), (e).

None of the Reporting Persons has, during the past five years,

been convicted in a criminal proceeding of any nature whatsoever (excluding traffic
violations or similar misdemeanors), nor have any Reporting Persons been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction of any
nature whatsoever during the past five years.
 
 

(f).

Citizenship or Place of Organization: Sidus Partners, Sidus

Double Alpha and the Manager are organized under the laws of the State of Delaware.
Sidus Investments and Sidus Double Alpha Offshore are each an exempted company
incorporated under the laws of the Cayman Islands. Messrs. Tobia and Barone are
citizens of the United States.
 

ITEM 3.

Source and Amount of Funds or Other Consideration.
   
 

The Reporting Persons have invested an aggregate amount of $9,019,694
in the securities of the Issuer reported hereunder. The sources of the funds used to purchase
the shares of the Issuer held by the Reporting Persons are the assets of each of the Sidus
Partners, Sidus Investments, Sidus Double Alpha and Sidus Double Alpha Offshore,
representing the capital contributions of each limited partner of Sidus Partners and Sidus
Double Alpha and each shareholder of Sidus Investments and Sidus Double Alpha
Offshore.
   

 

CUSIP No. 53442503

  

Page 11 of 18 pages

 

ITEM 4.

Purpose of Transaction.
   
  The securities of the Issuer reported hereunder by the Reporting Persons
were acquired as a long-term investment in the Issuer by Sidus Partners, Sidus Investments,
Sidus Double Alpha and Sidus Double Alpha Offshore. In managing the investment
portfolios of Sidus Partners, Sidus Investments, Sidus Double Alpha and Sidus Double
Alpha Offshore, the Manager uses a fundamental research-driven investment process to
identify companies as being fundamentally undervalued and possessing the potential for
high growth. In utilizing this process, the Manager identified the Issuer of the securities
as a company satisfying its rigorous investment criteria.
   
  The Manager reserves the right to discuss various views and opinions with
respect to the Issuer and its business plans with the Issuer or the members of its senior
management. The discussion of such views and opinions may extend from ordinary day-
to-day business operations to matters such as nominees for representation on the
Issuer's board of directors, senior management decisions and extraordinary business
transactions.
   
  In addition to the actions set forth above, the Manager may engage in any
of the actions specified in Item 4(a) through 4(j) to the Schedule 13D general instructions
in the future. Except as set forth above, the Manager has no present plans or proposals
which relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D.
   

ITEM 5.

Interest in Securities of the Issuer.
   

(a).

 Aggregate shares held by each Reporting Person
       
  (i) Sidus Investment Partners, L.P. 2,363,892
  (ii)

Sidus Investments, Ltd.

 2,363,892
  (iii) Sidus Double Alpha Fund, L.P.

2,363,892
  (iv) Sidus Double Alpha Fund, Ltd. 2,363,892
  (v) Sidus Investment Management, LLC1

2,363,892

____________________

1 Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P., Sidus Investments, Ltd., Sidus Double Alpha Fund, L.P. and Sidus Double Alpha Fund, Ltd., subject to the overall control of the managing members, Alfred V. Tobia, Jr. and Michael J. Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
   

 

 

CUSIP No. 53442503

  

Page 12 of 18 pages

 

  (vi)

Alfred V. Tobia, Jr.2

 2,363,892
  (vii)

Michael J. Barone3

2,363,892
     
  Percentage of class:  
     
  (i) Sidus Investment Partners, L.P. 10.3%
  (ii)

Sidus Investments, Ltd.

 10.3%
  (iii) Sidus Double Alpha Fund, L.P.

10.3%
  (iv) Sidus Double Alpha Fund, Ltd. 10.3%
  (v) Sidus Investment Management, LLC

10.3%
  (vi)

Alfred V. Tobia, Jr.

 10.3%
  (vii)

Michael J. Barone

10.3%
       

(b).

 Number of shares as to which such person has:
     
 

(1)

Sole power to vote or to direct the vote:

  
     
 

(i)

Sidus Investment Partners, L.P.

0
 

(ii)

Sidus Investments, Ltd.

0
 

(iii)

Sidus Double Alpha Fund, L.P.

0
  (iv) Sidus Double Alpha Fund, Ltd. 0
 

(v)

Sidus Investment Management, LLC

0
 

(vi)

Alfred V. Tobia, Jr.

0
 

(vii)

Michael J. Barone

0
     
 

(2)

Shared power to vote or to direct the vote:

  
     
 

(i)

Sidus Investment Partners, L.P.

 2,363,892
 

(ii)

Sidus Investments, Ltd.

 2,363,892
 

(iii)

Sidus Double Alpha Fund, L.P.

 2,363,892
 

(iv)

Sidus Double Alpha Fund, Ltd.

 2,363,892
 

(v)

Sidus Investment Management, LLC4

 2,363,892

____________________

2 Alfred V. Tobia, Jr. is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares
   
3 Michael J. Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
   
 4 Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P., Sidus Investments, Ltd., Sidus Double Alpha Fund, L.P. and Sidus Double Alpha Fund, Ltd., subject to the overall control of the managing members, Alfred V. Tobia, Jr. and Michael J. Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

 

CUSIP No. 53442503

  

Page 13 of 18 pages

 

  (vi) Alfred V. Tobia, Jr.5 2,363,892
  (vii) Michael J. Barone6 2,363,892
     
 

(3)

Sole power to dispose or to direct the disposition of :
     
 

(i)

Sidus Investment Partners, L.P.

0
 

(ii)

Sidus Investments, Ltd.

0
 

(iii)

Sidus Double Alpha Fund, L.P.

0
 

(iv)

Sidus Double Alpha Fund, Ltd.

0
 

(v)

Sidus Investment Management, LLC

0
  (vi) Alfred V. Tobia, Jr. 0
  (vii) Michael J. Barone 0
       
 

(4)

Shared power to dispose or to direct the disposition of:
       
 

(i)

Sidus Investment Partners, L.P.

 2,363,892
 

(ii)

Sidus Investments, Ltd.

 2,363,892
 

(iii)

Sidus Double Alpha Fund, L.P.

 2,363,892
 

(iv)

Sidus Double Alpha Fund, Ltd.

 2,363,892
 

(v)

 Sidus Investment Management, LLC7 2,363,892
  (vi) Alfred V. Tobia, Jr.8 2,363,892
  (vii) Michael J. Barone9 2,363,892

(c).           Transactions in Securities of the Issuer during the past 60 days.

The following transactions are purchases that were effected on the open market during the past 60 days:

None

____________________

5 Alfred V. Tobia, Jr. is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares
   
6 Michael J. Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
   
 7 Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P., Sidus Investments, Ltd., Sidus Double Alpha Fund, L.P. and Sidus Double Alpha Fund, Ltd., subject to the overall control of the managing members, Alfred V. Tobia, Jr. and Michael J. Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
   
8 Alfred V. Tobia, Jr. is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares
   
9 Michael J. Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

 

CUSIP No. 53442503

  

Page 14 of 18 pages
 

ITEM 6.                Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships in place among any of the Reporting Persons with respect to the Securities of the Issuer, other than those disclosed in response to Item 4 above. The Manager serves as the investment manager to each of Sidus Partners, Sidus Investments, Sidus Double Alpha and Sidus Double Alpha Offshore. The Manager is subject to the overall control of its managing members, Messrs. Tobia and Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares. Nothing in this Schedule 13D shall be deemed an admission by any of the Reporting Persons that such person is a "beneficial owner" of the securities covered by this Schedule 13D.

 

 

CUSIP No. 53442503

  

Page 15 of 18 pages

 

SIGNATURES

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.

 

SIDUS INVESTMENT PARTNERS, L.P.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS INVESTMENTS, LTD.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS DOUBLE ALPHA FUND, L.P.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   

 

CUSIP No. 53442503

  

Page 16 of 18 pages

 

 

SIDUS DOUBLE ALPHA FUND, LTD.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS INVESTMENT MANAGEMENT, LLC
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

ALFRED V. TOBIA, JR.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.
   
   
  MICHAEL J. BARONE
   
Date: August 20, 2007 By /s/ Michael J. Barone
   
   

 

CUSIP No. 53442503

  

Page 17 of 18 pages

 

EXHIBIT 1 -- AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 20th day of August, 2007.

 

SIDUS INVESTMENT PARTNERS, L.P.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS INVESTMENTS, LTD.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS DOUBLE ALPHA FUND, L.P.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   

 

CUSIP No. 53442503

  

Page 18 of 18 pages

 

 

SIDUS DOUBLE ALPHA FUND, LTD.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

SIDUS INVESTMENT MANAGEMENT, LLC
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.                               
Alfred V. Tobia, managing member of Sidus Investment Management, LLC, the investment manager
   
  By /s/ Michael J. Barone                              
Michael J. Barone, managing member of Sidus Investment Management, LLC, the investment manager
   
   
 

ALFRED V. TOBIA, JR.
   

Date: August 20, 2007

By /s/ Alfred V. Tobia, Jr.
   
   
  MICHAEL J. BARONE
   
Date: August 20, 2007 By /s/ Michael J. Barone
   
   

 

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