0000902664-18-004128.txt : 20181115 0000902664-18-004128.hdr.sgml : 20181115 20181115082015 ACCESSION NUMBER: 0000902664-18-004128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181115 DATE AS OF CHANGE: 20181115 GROUP MEMBERS: ASTON CAPITAL, LLC GROUP MEMBERS: JAMES A. DEPALMA GROUP MEMBERS: ROBERT A. BASIL, JR. GROUP MEMBERS: ROBERT V. LAPENTA GROUP MEMBERS: ROBERT V. LAPENTA, JR. GROUP MEMBERS: RVL 1 LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Revolution Lighting Technologies, Inc. CENTRAL INDEX KEY: 0000917523 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 593046866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46999 FILM NUMBER: 181186015 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-504-1111 MAIL ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 12TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: Nexxus Lighting, Inc. DATE OF NAME CHANGE: 20070417 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VISION INTERNATIONAL INC DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RVL 1 LLC CENTRAL INDEX KEY: 0001559604 IRS NUMBER: 461114512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ASTON CAPITAL STREET 2: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-504-1100 MAIL ADDRESS: STREET 1: C/O ASTON CAPITAL STREET 2: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 p18-2130sc13da.htm REVOLUTION LIGHTING TECHNOLOGIES, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 

Revolution Lighting Technologies, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

76155G206

(CUSIP Number)
 
 

RVL 1 LLC

c/o Aston Capital, LLC

177 Broad Street

Stamford, CT 06901

 

With a copy to:

 

Michael Gilligan

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

212-756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

November 14, 2018

(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. [ ]

_____________________________

* 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).

 

(Page 1 of 9 Pages)

 

CUSIP No. 76155G206SCHEDULE 13D/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

RVL 1 LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

8,245,386**

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

8,245,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,245,386**

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

35.0%**

14

TYPE OF REPORTING PERSON

OO

         

 

* The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

** As of the date of filing of this Schedule 13D (the “Filing Date”), RVL 1 LLC (“RVL”) holds directly 8,245,386 shares of common stock, par value $0.001 per share (“Common Stock”), of Revolution Lighting Technologies, Inc. (the “Company”). RVL is controlled by its managing member, Aston Capital, LLC. Based on the 8,245,386 shares of Common Stock held directly by RVL, RVL is deemed to beneficially own approximately 35.0% of the Common Stock of the Company issued and outstanding as of the Filing Date.

 

CUSIP No. 76155G206SCHEDULE 13D/APage 3 of 9 Pages

 


1

NAME OF REPORTING PERSON

Aston Capital, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

8,575,386**

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

8,575,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,575,386**

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.4%**

14

TYPE OF REPORTING PERSON

OO

         

 

*The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

** As of the Filing Date, RVL holds directly 8,245,386 shares of Common Stock. Aston Capital, LLC (“Aston”) serves as the sole managing member of RVL. Aston holds directly 330,000 shares of Common Stock. Thus, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), Aston may be deemed to beneficially own approximately 36.4% of the Common Stock of the Company issued and outstanding as of the Filing Date.

 

CUSIP No. 76155G206SCHEDULE 13D/APage 4 of 9 Pages

 


1

NAME OF REPORTING PERSON

Robert V. LaPenta

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,950,000**

8

SHARED VOTING POWER

8,575,386**

9

SOLE DISPOSITIVE POWER

1,950,000**

10

SHARED DISPOSITIVE POWER

8,575,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10,525,386**

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.6%**

14

TYPE OF REPORTING PERSON

IN

         

* The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

**As of the Filing Date, RVL holds directly 8,245,386 shares of Common Stock and Aston holds directly 330,000 shares of Common Stock. Aston is the managing member of RVL. Robert V. LaPenta is a member and officer of Aston and RVL. Further, Mr. LaPenta is sole owner of 1,950,000 shares of Common Stock purchased for his own account, of which 100,000 were purchased in various open market transactions, 850,000 were purchased directly from the Company and 1,000,000 were acquired in connection with the transactions contemplated by the Exchange Agreement (hereinafter defined). Thus, for the purposes of Rule 13d-3 under the Exchange Act, Mr. LaPenta may be deemed to beneficially own approximately 44.6% of the Common Stock of the Company issued and outstanding as of the Filing Date. 

 

CUSIP No. 76155G206SCHEDULE 13D/APage 5 of 9 Pages

 


1

NAME OF REPORTING PERSON

James A. DePalma

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

315,000**

8

SHARED VOTING POWER

8,575,386**

9

SOLE DISPOSITIVE POWER

315,000**

10

SHARED DISPOSITIVE POWER

8,575,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,890,386**

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.7%**

14

TYPE OF REPORTING PERSON

IN

         

 

* The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

** As of the Filing Date, RVL holds directly 8,245,386 shares of Common Stock and Aston holds directly 330,000 shares of Common Stock. Aston is the managing member of RVL. James A. DePalma is an officer of RVL and a member and officer of Aston. Further, Mr. DePalma is sole owner of 315,000 shares of Common Stock, of which 65,000 were purchased in various open market transactions, 150,000 were purchased directly from the Company and 100,000 were acquired in connection with the transactions contemplated by the Exchange Agreement. Thus, for the purposes of Rule 13d-3 under the Exchange Act, Mr. DePalma may be deemed to beneficially own approximately 37.7% of the Common Stock of the Company issued and outstanding as of the Filing Date.

 

CUSIP No. 76155G206SCHEDULE 13D/APage 6 of 9 Pages

 


1

NAME OF REPORTING PERSON

Robert V. LaPenta, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

0

8

SHARED VOTING POWER

8,575,386**

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

8,575,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,575,386**

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.4%**

14

TYPE OF REPORTING PERSON

IN

         

 

* The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

** As of the Filing Date, RVL holds directly 8,245,386 shares of Common Stock and Aston holds directly 330,000 shares of Common Stock. Aston is the managing member of RVL. The Robert V. LaPenta Jr. 2012 Trust (the “Trust”) is a member of RVL. Robert V. LaPenta, Jr. is an officer of RVL, a member and officer of Aston, a trustee and the beneficiary of the Trust. Thus, for the purposes of Rule 13d-3 under the Exchange Act, Mr. LaPenta, Jr. may be deemed to beneficially own approximately 36.4% of the Common Stock of the Company issued and outstanding as of the Filing Date.

 

CUSIP No. 76155G206SCHEDULE 13D/APage 7 of 9 Pages

 


1

NAME OF REPORTING PERSON

Robert A. Basil, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]  

(b) [x]*

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

0

8

SHARED VOTING POWER

8,575,386**

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

8,575,386**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,575,386

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.4%**

14

TYPE OF REPORTING PERSON

IN

         

 

* The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

** The information set forth in Item 5 of this Schedule 13D is incorporated herein by reference. As of the Filing Date, RVL holds directly 8,245,386 shares of Common Stock and Aston holds directly 330,000 shares of Common Stock. Aston is the managing member of RVL. Robert A. Basil, Jr. is an officer of RVL and a member and officer of Aston. Thus, for the purposes of Rule 13d-3 under the Exchange Act, Mr. Basil, Jr. may be deemed to beneficially own approximately 36.4% of the Common Stock of the Company issued and outstanding as of the Filing Date.

 

CUSIP No. 76155G206SCHEDULE 13D/APage 8 of 9 Pages

This Amendment No. 9 (this “Amendment No.9”) amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2012, as amended (the “Schedule 13D”) with respect to shares of common stock, par value $0.001 per share (“Common Stock”), of Revolution Lighting Technologies, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, all capitalized terms used herein have the meaning ascribed to them in the Schedule 13D. This Amendment No. 8 amends Items 4 and 7 as set forth below.

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

On November 14, 2018, RVL sent a letter to the independent members of the board of directors of the Company, a copy of which is incorporated herein by reference to Exhibit 6 of this Schedule 13D.

 

 

Item 7. EXHIBITS
   
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit Description
6 Letter to William D. Ingram, Dennis McCarthy and Stephen G. Virtue, dated November 14, 2018.

 

 

CUSIP No. 76155G206SCHEDULE 13D/APage 9 of 9 Pages

SIGNATURES

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

Date: November 15, 2018

  RVL 1 LLC
   
   
  By: /s/ Robert V. LaPenta
  Name:  Robert V. LaPenta
  Title:  Chief Executive Officer
   
  ASTON CAPITAL, LLC
   
   
  By: /s/ Robert V. LaPenta
  Name:  Robert V. LaPenta
  Title:  Chief Executive Officer
   
   
  /s/ Robert V. LaPenta
  ROBERT V. LAPENTA
   
  /s/ James A. Depalma
  JAMES A. DEPALMA
   
   
  /s/ Robert V. LaPenta, Jr.
  ROBERT V. LAPENTA, JR.
   
   
  /s/ Robert A. Basil, Jr.
  ROBERT A. BASIL, JR.

 

 

 

 

EX-99.1 CHARTER 2 p18-2130exhibit6.htm EXHIBIT 6

EXHIBIT 6

RVL 1, LLC
c/o Aston Capital LLC
177 Broad Street
Stamford, CT 06901

November 14, 2018

William D. Ingram
Dennis McCarthy
Stephen G. Virtue
Members of the Special Committee of the Board of Directors
Revolution Lighting Technologies, Inc.
177 Broad Street, 12th Floor
Stamford, CT 06901

Gentlemen:

We write in connection with our October 16, 2018 letter (the “Offer Letter”) regarding our offer to acquire all of the common stock of Revolution Lighting Technologies, Inc. (the “Company”) on behalf of RVL 1, LLC (together with its affiliates and certain related persons, “we” or “us”) that we do not own.

As noted in the Offer Letter, we believe that the Company should not continue as a publicly traded enterprise and remain committed to pursuing and completing a going private transaction as soon as possible.

Over the last month, we have provided the Company with $7.5 million in debt financing, and we may be required to provide up to an additional $7.0 million in debt financing to fund the Company’s operations in the ordinary course through the end of 2018. We further understand that the Company may require additional funding in 2018 in the event of unforeseen circumstances, and we expect the Company to require additional funds to continue its operations beyond 2018, with the extent of such additional required funds depending upon the Company’s future results of operation and the amount of time and expense necessary to complete the previously disclosed SEC investigation and the Audit Committee’s review of the Company’s historical financial statements and other related costs. We intend to continue to fund the Company through continued periodic loans to the extent consistent with what we believe to be the best interests of the Company and its stockholders.

The Company’s overall debt as of November 12, 2018 was $65.0 million and, as noted above, will rise further as additional debt financing is provided. This increased amount of debt, which exceeds the amount that we expected the Company to have at the time of our Offer Letter, as well as an anticipated delay in completing a going private transaction and the developments in the Company’s business that it has disclosed, including the SEC investigation and the Audit Committee’s review, will necessitate a decrease from the $2.00 per share offer contained in our Offer Letter to a revised offer of $1.50 per share.

As noted above, we do not believe that the Company is of sufficient scale to justify the costs of remaining a public company and believe that it is necessary for the Company to be a privately held enterprise. We would encourage the Company, working through the Special Committee of its Board of Directors, to continue to fully evaluate all of the strategic alternatives available to it to maximize stockholder value and would expect to be a participant in any resulting process. As we noted in our Offer Letter, we would not pursue any transaction without the approval of a fully empowered and properly advised Special Committee and a majority of the Company’s disinterested stockholders. We also fully understand the level of disclosure necessary in connection with such a transaction and would take steps to assure that both we and the Company would fully comply with all disclosure requirements related to a transaction, to ensure that the process and transaction are completely transparent to the Company’s stockholders. We reiterate that we

 

 

 

would be fully supportive of a third-party transaction if such transaction would provide appropriate value to all of the Company’s stockholders.

We continue to be available at your convenience, and look forward to continuing to constructively work with the Company and the Special Committee of its Board of Directors to determine the best path for the Company to realize value for all of its stockholders.

 

   
  Very truly yours,
   
  RVL 1, LLC
   
  By: /s/ Robert V. LaPenta
  Name:  Robert V. LaPenta
  Title:  Chief Executive Officer