Unassociated Document

0001144204-09-002929.txt : 20090122 0001144204-09-002929.hdr.sgml : 20090122 20090122141434 ACCESSION NUMBER: 0001144204-09-002929 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 GROUP MEMBERS: FRANK R. KLINE GROUP MEMBERS: KLINE HAWKES PACIFIC FRIENDS FUND, LLC GROUP MEMBERS: KLINE HAWKES PACIFIC, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cyalume Technologies Holdings, Inc. CENTRAL INDEX KEY: 0001335293 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 203200738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82838 FILM NUMBER: 09538916 BUSINESS ADDRESS: STREET 1: 96 WINDSOR STREET, CITY: WEST SPRINGFIELD STATE: MA ZIP: 01089 BUSINESS PHONE: (413) 858-2500 MAIL ADDRESS: STREET 1: 96 WINDSOR STREET, CITY: WEST SPRINGFIELD STATE: MA ZIP: 01089 FORMER COMPANY: FORMER CONFORMED NAME: Vector Intersect Security Acquisition Corp. DATE OF NAME CHANGE: 20050804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kline Hawkes Pacific Advisors, LLC CENTRAL INDEX KEY: 0001453143 IRS NUMBER: 954789262 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11726 SAN VICENTE BLVD. STREET 2: SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: (310) 442-4700 MAIL ADDRESS: STREET 1: 11726 SAN VICENTE BLVD. STREET 2: SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v137231_sc13da.htm Unassociated Document

UNITED STATES

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, par value $0.001 per share

(Title of Class of Securities)

92241V107

(CUSIP Number)

Frank R. Kline

Kline Hawkes & Co.

11726 San Vicente Blvd, Suite 300

Los Angeles, CA 90049

(310) 442-4700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With a copy to:

Joshua N. Korff

Kirkland & Ellis LLP

153 East 53rd Street

New York, New York 10022

January 15, 2009

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of this 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).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Kline Hawkes Pacific Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o 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 2,273,434
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,273,434
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,273,434*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x** (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* See discussion in Items 4 through 6 of this Statement on Schedule 13D/A. As more fully described in the responses to Items 4 through 6 of this Statement on Schedule 13D/A, the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to be members of a “group” under Section 13(d) of the Act by virtue of the Investor Rights Agreement described below. Neither the filing of this Statement on Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

** See discussion in Item 5 of this Statement on Schedule 13D/A. As more fully described in the response to Item 5 of this Statement on Schedule 13D/A, the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to be members of a “group” under Section 13(d) of the Act by virtue of the Investor Rights Agreement described below. Accordingly, such Reporting Person may be deemed to beneficially own 7,908,433 shares of Common Stock in the aggregate. Neither the filing of this Statement on Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Frank R. Kline
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable
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 2,273,434
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,273,434
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,273,434*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x** (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1%
14	TYPE OF REPORTING PERSON (See Instructions) IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Kline Hawkes Pacific, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable
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 2,173,630
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,173,630
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,173,630*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x** (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5%
14	TYPE OF REPORTING PERSON (See Instructions) PN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Kline Hawkes Pacific Friends Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) Not applicable
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 99,804
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 99,804
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,804*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x** (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14	TYPE OF REPORTING PERSON (See Instructions) OO

This Statement on Schedule 13D/A relates to the common stock, par value $0.001 per share (“Common Stock”) of Cyalume Technologies Holdings, Inc., a Delaware corporation (formerly known as Vector Intersect Security Acquisition Corp.) (the “Issuer” or “Vector”). This Statement on Schedule 13D/A is being filed by: Kline Hawkes Pacific Advisors, LLC, a Delaware limited liability company (“KH Advisors”), Kline Hawkes Pacific, L.P., a limited partnership organized in Delaware (“KH Pacific”), Kline Hawkes Pacific Friends Fund, LLC, a Delaware limited liability company (“KH Friends”) and Frank R. Kline, an individual United States citizen (“Kline”).

We refer to KH Advisors, KH Pacific, KH Friends and Kline collectively as the “Reporting Persons” and to each individually as a “Reporting Person”.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D originally filed on January 12, 2009 is hereby amended as follows:

Item 4.

Purpose of Transaction.

Item 4 is hereby amended or supplemented as follows:

As disclosed in the Schedule 13D/A filed by GMS and the other reporting persons named therein on January 20, 2009, Cova Small Cap Holdings, LLC (“Cova”) participated in the sale, by certain of the parties to the Churchill Stock Purchase Agreement, of 625,000 shares of Common Stock to Churchill by selling, at a purchase price of $4.00 per share, 568,157 shares of Common Stock to Churchill, plus an additional 22,886 shares of Common Stock to account for a certain number of the remaining shares owed to Churchill pursuant to the Churchill Stock Purchase Agreement by members of GMS, including KH Pacific and KH Friends, that did not participate in the January 15, 2009 sale as previously planned.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The information set forth in Item 4 above is hereby incorporated by reference into this Item 5. As of January 15, 2009, the Reporting Persons beneficially own an aggregate of 2,273,434 shares of Common Stock, or approximately 14.1% of the Common Stock then outstanding.

(a) and (b)

(1)

KH Pacific directly beneficially owns 2,173,630 shares of Common Stock, constituting approximately 13.5% of the Common Stock outstanding as of January 15, 2009. KH Pacific has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.

(2)

KH Friends directly beneficially owns 99,804 shares of Common Stock, constituting approximately 0.6% of the Common Stock outstanding as of January 15, 2009. KH Friends has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.

(3)

KH Advisors, as the general partner of KH Pacific and the managing member of KH Friends, may be deemed to beneficially own 2,273,434 shares of Common Stock, constituting approximately 14.1% of the Common Stock outstanding as of January 15, 2009. KH Advisors may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.

(4)

Kline, as the managing member of KH Advisors, may be deemed to beneficially own 2,273,434 shares of Common Stock, constituting approximately 14.1% of the Common Stock outstanding as of January 15, 2009. Kline may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.

As a result of their entry into the Investor Rights Agreement (as defined and described in Item 6 below), each of the parties thereto may be deemed to be members of a “group” under Section 13(d) of the Act. Accordingly, each of the parties to the Investor Rights Agreement may be deemed to beneficially own the shares of Common Stock held by each other party thereto, and certain other beneficial owners of Common Stock named in this Statement on Schedule 13D may be deemed to beneficially own the shares of Common Stock held by each of the parties to the Investor Rights Agreement by virtue of their relationships with such parties to the Investor Rights Agreement. As a result, following the sale of 625,000 shares of Common Stock as disclosed in the Schedule 13D/A filed by GMS and the other reporting persons named therein on January 20, 2009, the Reporting Persons believe that each Reporting Person may be deemed to beneficially own 7,908,433 shares of Common Stock in the aggregate, constituting approximately 49.3% of the Common Stock outstanding as of January 15, 2009.

Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this Statement on Schedule 13D for the purposes of Section 13(d) of the Act or for any other purpose, and, except as otherwise expressly stated herein, such beneficial ownership is expressly disclaimed.

(c) To the best knowledge of the Reporting Persons, except for the transactions described in this Statement on Schedule 13D, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days.

(d) Except as stated in this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the 2,173,630 and 99,804 shares of Common Stock held by KH Pacific and KH Friends, respectively. Of the remaining shares of Common Stock distributed to the members of GMS in the Distribution, the Reporting Persons do not know of any person, other than the respective member receiving such shares in the Distribution, that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, with the exception of those shares of Common Stock received by Cova. The Reporting Persons are aware that Mr. Andrew Intrater, Renova US Holdings Ltd., Columbus Nova Investments IV Ltd., CN Special Opportunity Fund Ltd. and CN Credit Opportunities Fund 2007-1 Ltd. may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares of Common Stock held by Cova.

(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, dated January 22, 2009, by and among the Reporting Persons.

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.

January 22, 2009

KLINE HAWKES PACIFIC ADVISORS, LLC

By:	/s/ Frank R. Kline
	Name: Frank R. Kline Title: Managing Member

KLINE HAWKES PACIFIC, L.P.

By:	/s/ Frank R. Kline
	Name: Frank R. Kline Title: Managing Partner

KLINE HAWKES PACIFIC FRIENDS FUND, LLC

By:	/s/ Frank R. Kline
	Name: Frank R. Kline Title: Managing Member

/s/ Frank R. Kline
Name: Frank R. Kline

Index of Exhibits

Exhibit 1

Joint Filing Agreement, dated January 22, 2009, by and among the Reporting Persons.

EX-99.1 2 v137231_ex99-1.htm Unassociated Document

SCHEDULE 13D JOINT FILING AGREEMENT

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 person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: January 22, 2009

	KLINE HAWKES PACIFIC ADVISORS, LLC

	By:	/s/ Frank R. Kline
		Name: Frank R. Kline
		Title: Managing Member

	KLINE HAWKES PACIFIC, L.P.

	By:	/s/ Frank R. Kline
		Name: Frank R. Kline
		Title: Managing Partner

	KLINE HAWKES PACIFIC FRIENDS FUND, LLC

	By:	/s/ Frank R. Kline
		Name: Frank R. Kline
		Title: Managing Member

	/s/ Frank R. Kline
	Name: Frank R. Kline