s22-9531_13d.htm

-----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, BgSZrcsI8fyEjKsatDt70fm6miTVHeWcyGFNyPtl8ArBf+0RZoG0vyp5Uwczmq68 1KA5DJrCYfs4BVV2fKP9ew== 0000890163-10-000009.txt : 20100114 0000890163-10-000009.hdr.sgml : 20100114 20100114142724 ACCESSION NUMBER: 0000890163-10-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100114 DATE AS OF CHANGE: 20100114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALDWELL DONALD R CENTRAL INDEX KEY: 0001211700 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5 RADNOR CORP CENTER STE 555 CITY: RADNOR STATE: PA ZIP: 19087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lightning Gaming, Inc. CENTRAL INDEX KEY: 0001392545 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 208583866 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82967 FILM NUMBER: 10527239 BUSINESS ADDRESS: STREET 1: 106 CHELSEA PARKWAY CITY: BOOTHWYN STATE: PA ZIP: 19061 BUSINESS PHONE: (610) 494-5534 MAIL ADDRESS: STREET 1: 106 CHELSEA PARKWAY CITY: BOOTHWYN STATE: PA ZIP: 19061 FORMER COMPANY: FORMER CONFORMED NAME: Red Pearl Acquisition Corp DATE OF NAME CHANGE: 20070314 FORMER COMPANY: FORMER CONFORMED NAME: Red Pearl Acquistion Corp DATE OF NAME CHANGE: 20070309 SC 13D 1 s22-9531_13d.htm SCHEDULE 13D--CALDWELL s22-9531_13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Lightning Gaming, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

To Be Applied For

(CUSIP Number)

Donald R. Caldwell

Five Radnor Corporate Center, Suite 555

Radnor, Pennsylvania 19087

(610) 995-2650

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 11, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 5 Pages)

CUSIP No. To Be Applied For Page 2 of 5 Pages

1	NAME OF REPORTING PERSON Donald R. Caldwell

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER
			840,000
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY			4,651,385
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			840,000
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			4,651,385


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,491,385


12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	59%


14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. To Be Applied For Page 3 of 5 Pages


1	NAME OF REPORTING PERSON Co-Investment Fund II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS
	OO


5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7	SOLE VOTING POWER
			0
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY			4,651,385
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			4,651,385


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,651,385


12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	50%


14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page 4 of 5 Pages

This Amendment No. 2 to Schedule 13D (this "Amendment") amends the Schedule 13D filed jointly by Donald R. Caldwell and The Co Investment Fund II LP, a Delaware limited partnership ("Co Investment Fund II"), relating to the beneficial ownership of 840,000 shares of common stock, par value $0.001 per share (the "Shares"), of Lightning Gaming, Inc., a Nevada corporation (the "Issuer") and relating to warrants to purchase Shares (the "Warrants"), which was previously amended by Amendment No. 1 filed on July 2, 2008.

Item 3 Source and Amount of Funds or Other Consideration

The Shares were received by Mr. Caldwell in exchange for an equal number of shares of common stock of Lightning Poker, Inc. ("Lightning Poker") as a result of the consummation of the merger (the "Merger") of a subsidiary of the Issuer into Lightning Poker on January 29, 2008. As a consequence of the consummation of the Merger, warrants to purchase 3,178,990 shares of common stock of Lighting Poker became exercisable for the same number of Shares.

On June 30, 2008, Co-Investment Fund II acquired Warrants to purchase an additional 1,000,000 Shares in connection with a $2,000,000 loan made to the Issuer. The loan was made with funds held by Co-Investment Fund II for investment in its portfolio companies. As a result of an anti-dilution provision in the Warrants, these Warrants and the Warrants acquired prior to the Merger became exercisable for an aggregate of 4,401,385 Shares.

On December 11, 2009, Co-Investment Fund II acquired additional Warrants to purchase an additional 250,000 Shares as part of a private transaction, which also included the purchase of a portion of an outstanding note of the Issuer. The transaction was funded with funds held by Co-Investment Fund II for investment in its portfolio companies.

Item 4. Purpose of Transaction

The reporting persons acquired beneficial ownership of the Shares as a consequence of the consummation of the Merger.

Co-Investment Fund II acquired Warrants to purchase 3,179,050 Shares in connection with loans extended to Lightning Poker, Inc. and as a consequence of the Merger. Co-Investment Fund II acquired Warrants to purchase 1,000,000 Shares in connection with a loan made to the Issuer on June 30, 2008.

Co-Investment Fund II acquired Warrants to purchase an additional 250,000 Shares in a private transaction for investment purposes.

Page 5 of 5 Pages

Item 5. Interest in Securities of the Issuer

(a) and (b) Mr. Caldwell owns 840,000 Shares and Co Investment Fund II holds Warrants to acquire 4,651,385 Shares. Mr. Caldwell has the sole voting and dispositive power of the Shares owned by him. By virtue of Mr. Caldwell's position with Cross Atlantic Capital Partners Inc., he and Co Investment Fund II have shared voting and dispositive power of the Shares issuable upon exercise of the Warrants held by Co Investment Fund II.

(c) The 840,000 Shares were acquired by Mr. Caldwell and Warrants to purchase 3,178,990 Shares were acquired by Co Investment Fund II on January 29, 2008 as a consequence of the Merger. Warrants to purchase 1,000,000 Shares were acquired by Co-Investment Fund II in connection with a loan made to the Issuer on June 30, 2008. As a result of an anti-dilution provision in the Warrants, these Warrants and the Warrants acquired prior to the Merger became exercisable for an aggregate of 4,401,385 Shares. The Warrants to acquire an additional 250,000 Shares were acquired by Co Investment Fund II in a private transaction on December 11, 2009.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Caldwell, Co-Investment Fund II, and the Issuer are parties to an agreement dated March 24, 208 (the "Agreement") pursuant to which, among other things, Co-Investment Fund II agreed to provide the Issuer with sixty days notice prior to exercising or otherwise disposing of any option or warrant to purchase common stock of the Issuer and to terminate an earlier voting agreement among them. A copy of the Agreement is attached as an exhibit to this Amendment.

Item 7. Materials to be Filed as Exhibits.

Exhibit 99.1

Agreement dated March 24, 2008 by and between The Co-Investment Fund II, L.P., Donald Caldwell, and Lightning Gaming, Inc.

Signature

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 13, 2009		/s/ Donald R. Caldwell
		Donald R. Caldwell

		CO INVESTMENT FUND II LP
		By: Co-Invest Management II, L.P., its General Partner
		By: Co-Invest II Capital Partners, Inc., its General Partner
		By: /s/ Donald R. Caldwell
		Donald R. Caldwell
		Chairman and Chief Executive Officer

EX-99.1 2 s22-9531_ex991.htm EXHIBIT 99.1: CALDWELL AGREEMENT s22-9531_ex991.htm

Exhibit 99.1

AGREEMENT

THIS AGREEMENT is made and entered into as of this 24th day of March 2008, by and between Co-Investment Fund II, L.P. ("CI-II") and Donald Caldwell ("Mr. Caldwell") both having an address at Five Radnor Corporate Center, Suite 550, 100 Matsonford Road, Radnor, PA (CI-II and Mr. Caldwell are hereinafter sometimes individually referred to as a "Shareholder" and collectively as the "Shareholders"), and Lightning Gaming, Inc. a corporation organized and existing pursuant to the laws of the state of Nevada (the "Corporation") and its wholly-owned subsidiary, Lightning Poker, Inc., a Pennsylvania corporation, both having a principal place of business at 106 Chelsea Parkway, Boothwyn, PA.

INTRODUCTION

WHEREAS, CI-II owns an interest in the Corporation in the form of convertible debt and warrants to purchase stock;

WHEREAS, Mr. Caldwell owns an equity interest in the Corporation and has the right to purchase additional shares thereunder subject to the approval of the shareholders of the Corporation;

WHEREAS, CI-II is managed by Cross Atlantic Capital Partners, of which Mr. Caldwell is Chairman and Chief Executive Officer. Consequently, Cross Atlantic Capital Partners and Mr. Caldwell are deemed the beneficial owners of the shares that CI-II beneficially owns;

WHEREAS, the Public School Employees' Retirement System Fund, L.P. ("PSERS") is a limited partner in CI-II and cannot be issued shares or beneficial ownership of shares in the Corporation. The funds invested by PSERS in CI-II are in turn managed by CI-II in its discretion;

WHEREAS, there is a certain Voting Agreement dated July 27, 2006 by and between the Corporation, CI-II and Mr. Caldwell. It is the parties intent to terminate that agreement; and

WHEREAS, Mr. Caldwell and CI-II have agreed to a resolution that would authorize and approve Mr. Caldwell to vote any equity interest granted to CI-II so long as this Agreement is in force.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

STOCK

1.1 STOCK SUBJECT TO AGREEMENT. All of the shares of common stock of the Corporation (the "Stock") that the Shareholders own or otherwise have a beneficial interest to are made subject to the terms and provisions of this Agreement. Any additional stock of the

Corporation acquired by the Shareholders either by purchase, debt conversion, dividend, or otherwise shall be subject to this Agreement. Notwithstanding any other provision of this Agreement, this Agreement shall not prohibit or restrict in any manner the right of the Shareholders at any time to sell, transfer, pledge or otherwise dispose of any or all of the Stock owned by the Shareholders in each case free of the voting agreements and proxy set forth in this Agreement.

ARTICLE II

MODIFICATION OF WARRANTS & VOTING AGREEMENT

2.1 From the date of this Agreement, and at all times until the expiration or termination of this Agreement, CI-II agrees that Investor shall provide Corporation with sixty (60) days notice prior to exercising or otherwise disposing of any option or warrant to purchase Stock. For the avoidance of doubt, as used in this Section 2.1 "Stock" refers to all securities of the Corporation to which CI-II has sole or shared voting (which is none at this time) or investment power, and all rights, options and warrants to acquire shares of capital stock or other securities of the Corporation granted to or held by CI-II, and such rights, options and warrants to acquire shares of capital stock of the Corporation and other securities of the Corporation that CI-II may purchase or otherwise acquire any interest in (whether of record or beneficially), on and after the Effective Date of this Agreement for the term of this Agreement.

2.2 CI-II hereby warrants and represents that no Stock has been issued nor ever will be issued directly or indirectly to PSERS and therefore PSERS has no ownership or control of any Stock.

2.3 The Voting Agreement dated July 27, 2006 is hereby terminated by mutual agreement of the parties.

ARTICLE III

TERMINATION

3.1 TERMINATION. This Agreement shall terminate upon the occurrence of any of the following events:

(a) A written agreement to terminate between CI-II and Mr. Caldwell;

(b) The liquidation or dissolution of the Corporation;

(d) The sale or other disposition by CI-II of all or substantially all of the Stock; or

(e) Mr. Caldwell's death or disability.

ARTICLE IV

MISCELLANEOUS

4.1 MODIFICATIONS. This Agreement cannot be altered except by an instrument in writing signed by all of the parties.

4.2 SPECIFIC PERFORMANCE. It is further agreed that in view of the inability to value the damages to Mr. Caldwell or CI-II which might arise as a consequence of a breach of this Agreement by any party, each party shall be entitled to the remedy of specific performance and the breaching party or parties shall pay all reasonable costs, expenses and attorneys' fees incurred by any non-breaching party pursuing their remedy of specific performance or money damages.

4.3 SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule of any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision and all other provisions of this Agreement shall be enforceable in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

4.4 BINDING AGREEMENT. This Agreement, and the restrictions and rights granted hereunder, shall inure to the benefit of, and be binding and enforceable upon, the parties hereto, their estates, personal representatives, heirs, devisees, legatees, successors and permitted assigns.

4.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by different parties on different counterparts, and is effective and binding once one or more counterparts hereof are executed by each party hereto. All counterparts of this Agreement are deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above.

CO-INVESTMENT FUND II, L.P.	LIGHTNING GAMING, INC.
/s/ Donald R. Caldwell	/s/ Brian D. Haveson
By. Donald R. Caldwell	By: Brian D. Haveson
Its: CEO	Its: Chairman & CEO

DONALD R. CALDWELL	LIGHTNING POKER, INC.
/s/ Donald R. Caldwell	/s/ Brian D. Haveson
	By: Brian D. Haveson
	Its. Chairman & CEO

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