-----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, RQK+rfwWpntdpTOWwDCQMe/5H77qseubte4pIqiw7LFBXE2ypTDwkDJfJOxASLCf weC4NOOaUBpkwrhsAzn/nA== 0001014108-09-000042.txt : 20090217 0001014108-09-000042.hdr.sgml : 20090216 20090217084831 ACCESSION NUMBER: 0001014108-09-000042 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: BICKNELL FAMILY HOLDING COMPANY, LLC GROUP MEMBERS: BICKNELL FAMILY MANAGEMENT COMPANY TRUST GROUP MEMBERS: BICKNELL FAMILY MANAGEMENT COMPANY, LLC GROUP MEMBERS: MARINER WEALTH ADVISORS, LLC GROUP MEMBERS: MARTIN C. BICKNELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nexxus Lighting, Inc. CENTRAL INDEX KEY: 0000917523 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 593046866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46999 FILM NUMBER: 09607257 BUSINESS ADDRESS: STREET 1: 9400-200 SOUTHRIDGE PARK COURT CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-857-9900 MAIL ADDRESS: STREET 1: 9400-200 SOUTHRIDGE PARK COURT CITY: ORLANDO STATE: FL ZIP: 32819 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VISION INTERNATIONAL INC DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bicknell Family HOlding Co LLC CENTRAL INDEX KEY: 0001410745 IRS NUMBER: 260534255 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7400 COLLEGE BLVD, SUITE 205 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136479700 MAIL ADDRESS: STREET 1: 7400 COLLEGE BLVD, SUITE 205 CITY: OVERLAND PARK STATE: KS ZIP: 66210 SC 13G/A 1 bfh-sch13g_9004394.htm AMENDMENT NO. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Nexxus Lighting, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

65338E105

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

 

x

Rule 13d-1(c)

 

 

o

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

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 (however, see the Notes).

 

CUSIP No. 65338E105

 

13G

 

1

Names of Reporting Persons.

 

Bicknell Family Holding Company, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)      x

(b)      o

3

SEC Use Only.

4

Citizenship or Place of Organization.

Delaware

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:

 

5

Sole Voting Power

 

0

6

Shared Voting Power

 

816,494(1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

816,494(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person.

816,494(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                o

 

11

Percent of Class Represented by Amount in Row 9.

 

9.9%(2)

12

Type of Reporting Person (See Instructions).

 

OO

 

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of Nexxus Lighting, Inc. (the “Issuer”) beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

 

(2) Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

 

2

 

 

 

CUSIP No. 65338E105

 

13G

 

1

Names of Reporting Persons.

 

Bicknell Family Management Company, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)      x
(b)      o

3

SEC Use Only.

4

Citizenship or Place of Organization.

Delaware

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:

 

5

Sole Voting Power

 

0

6

Shared Voting Power

 

816,494(1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

816,494(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person.

816,494(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                o

 

11

Percent of Class Represented by Amount in Row 9.

 

9.9%(2)

12

Type of Reporting Person (See Instructions).

 

OO

 

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

 

(2) Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Commission on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

3

 

 

 

CUSIP No. 65338E105

 

13G

 

1

Names of Reporting Persons.

 

Bicknell Family Management Company Trust

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)      x
(b)      o

3

SEC Use Only.

4

Citizenship or Place of Organization.

Missouri

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:

 

5

Sole Voting Power

 

0

6

Shared Voting Power

 

816,494(1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

816,494(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person.

816,494(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                o

 

11

Percent of Class Represented by Amount in Row 9.

 

9.9%(2)

12

Type of Reporting Person (See Instructions).

 

OO

 

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

 

(2) Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Commission on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

 

4

 

 

 

CUSIP No. 65338E105

 

13G

 

1

Names of Reporting Persons.

 

Mariner Wealth Advisors, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)      x
(b)      o

3

SEC Use Only.

4

Citizenship or Place of Organization.

Kansas

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:

 

5

Sole Voting Power

 

0

6

Shared Voting Power

 

816,494(1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

816,494(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person.

816,494(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                o

 

11

Percent of Class Represented by Amount in Row 9.

 

9.9%(2)

12

Type of Reporting Person (See Instructions).

 

IA

 

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

 

(2) Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Commission on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

5

 

 

 

CUSIP No. 65338E105

 

13G

 

1

Names of Reporting Persons.

 

Martin C. Bicknell

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)      x
(b)      o

3

SEC Use Only.

4

Citizenship or Place of Organization.

United States

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:

 

5

Sole Voting Power

 

0

6

Shared Voting Power

 

816,494(1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

816,494(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person.

816,494(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                o

 

11

Percent of Class Represented by Amount in Row 9.

 

9.9%(2)

12

Type of Reporting Person (See Instructions).

 

IN

 

(1) As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group for purposes of Section 13(d) of the Act and this filing.

 

(2) Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Commission on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

6

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13G amends that certain Schedule 13G filed by Bicknell Family Holding Company, LLC and related persons on February 14, 2008.

Item 1(a)

Name of Issuer:

 

Nexxus Lighting, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

124 Floyd Smith Drive, Suite 300

Charlotte, North Carolina 28262

 

Item 2(a)

Name of Person Filing:

Item 2(b)

Address of Principal Business Office or, if none, Residence:

Item 2(c)

Citizenship:

 

Bicknell Family Holding Company, LLC

c/o Mariner Wealth Advisors, LLC

4200 W. 115th Street, Suite 100

Leawood, Kansas 66211

 

Citizenship:

Delaware

 

Bicknell Family Management Company, LLC

c/o Mariner Wealth Advisors, LLC

4200 W. 115th Street, Suite 100

Leawood, Kansas 66211

 

Citizenship:

Delaware

 

Bicknell Family Management Company Trust

c/o Mariner Wealth Advisors, LLC

4200 W. 115th Street, Suite 100

Leawood, Kansas 66211

 

Citizenship:

Missouri

 

Mariner Wealth Advisors, LLC

4200 W. 115th Street, Suite 100

Leawood, Kansas 66211

 

Citizenship:

Kansas

 

Martin C. Bicknell

c/o Mariner Wealth Advisors, LLC

4200 W. 115th Street, Suite 100

Leawood, Kansas 66211

 

Citizenship:

United States

 

 

7

 

 

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, par value $.001 per share

 

Item 2(e)

CUSIP Number:

 

65338E105

 

Item 3:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

Item 4:

Ownership

 

 

(a)

Amount beneficially owned: 816,494 shares of Common Stock (as more fully described below).

 

8

 

 

Bicknell Family Holding Company, LLC; Bicknell Family Management Company, LLC; Bicknell Family Management Company Trust; Mariner Wealth Advisors, LLC and Martin C. Bicknell (collectively, the “Reporting Persons” and each a “Reporting Person”) are acting as a group pursuant to Rule 13d-5(b)(1). As such, each Reporting Person is deemed, for purposes of Section 13(d) of the Act and this Amendment No. 1 to Schedule 13G, to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by the other members of the group.

Bicknell Family Holding Company, LLC directly owns 720,416 shares of Common Stock and 242,152 shares of Common Stock issuable upon the exercise of base warrants that are exercisable at $2.23 per share within 60 days hereof (“Base Warrants”). Martin C. Bicknell directly owns 51,569 shares of Common Stock and 26,906 Base Warrants. The Base Warrants contain certain limitations on exercise which provide that the number of shares of Common Stock that may be acquired by the holder of the Base Warrants upon any exercise of the Base Warrants is limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Act does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock. Without the limitation on the exercise of the Base Warrants, each Reporting Person would be deemed the beneficial owner of 771,985 shares of Common Stock and 269,058 Base Warrants, for a total of 1,041,043 shares of Common Stock assuming full exercise of the Base Warrants. Due to the limitation on the exercise of Base Warrants, and pursuant to Rule 13d-5(b)(1), each Reporting Person is deemed a beneficial owner with shared voting and dispositive power over 816,494 shares of Common Stock of the Issuer.

 

(b)

Percent of class: 9.999%(3)

 

(c)

Number of shares of which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: See Item 4(a)

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 4(a)

Item 5:

Ownership of Five Percent or Less of a Class.

 

 

9

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following         o

 

Item 6:

Ownership of More than Five Percent on Behalf of Another Person.

 

 

Not applicable.

 

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

 

Not applicable.

 

Item 8:

Identification and Classification of Members of the Group.

 

 

See Exhibit 99.2

 

Item 9:

Notice of Dissolution of Group.

 

 

Not applicable.

 

Item 10:

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

(3)

Based on 8,121,254 shares of Common Stock of the Issuer outstanding at November 12, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Commission on November 14, 2008, plus those shares of Common Stock issuable upon the exercise of Base Warrants that are exercisable within 60 days hereof, subject to the limitation on exercise as described in Item 4(a) of this Amendment No. 1 to Schedule 13G.

 

10

 

 

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.

February 13, 2009

 

 

BICKNELL FAMILY HOLDING COMPANY, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Martin C. Bicknell

 

 

Martin C. Bicknell, Manager

 

 

Dated: February 13, 2009

 

 

 

 

 

 

 

 

 

 

BICKNELL FAMILY MANAGEMENT COMPANY, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Martin C. Bicknell

 

 

Martin C. Bicknell, Manager

 

 

Dated: February 13, 2009

 

 

 

 

 

 

 

 

 

 

BICKNELL FAMILY MANAGEMENT COMPANY TRUST

 

 

 

 

 

 

 

 

 

By:

/s/ Martin C. Bicknell

 

 

Martin C. Bicknell, Co-Trustee

 

 

Dated: February 13, 2009

 

 

 

 

 

 

 

 

 

 

/s/ Martin C. Bicknell

 

 

Martin C. Bicknell

 

 

Dated: February 13, 2009

 

 

 

 

 

 

 

 

 

 

MARINER WEALTH ADVISORS, LLC

 

 

 

 

 

By:

/s/ Martin C. Bicknell

 

 

Martin C. Bicknell, Manager

 

 

Dated: February 13, 2009

 

 

 

11

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13G relating to the Common Stock of the Issuer filed with the Commission on February 14, 2008 by the Reporting Persons).

 

 

 

99.2

 

Identification of Members of the Group

 

 

 

12

 

 

 

 EX-99.2 2 bfh-ex992tosch13g_9004394.htm IDENTIFICATION OF MEMBERS OF THE GROUP

EXHIBIT 99.2

Identification of Members of the Group

 

The following persons are filing this statement on Schedule 13G as a group:

 

 

•

Bicknell Family Holding Company, LLC

 

•

Bicknell Family Management Company, LLC

 

•

Bicknell Family Management Company Trust

 

•

Mariner Wealth Advisors, LLC

 

•

Martin C. Bicknell

 

 

 

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