0000905718-14-000368.txt : 20140702 0000905718-14-000368.hdr.sgml : 20140702 20140702182956 ACCESSION NUMBER: 0000905718-14-000368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Revolution Lighting Technologies, 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAPENTA ROBERT V CENTRAL INDEX KEY: 0001217902 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23590 FILM NUMBER: 14958184 4 1 lapenta_form4jun302014.xml OWNERSHIP DOCUMENT X0306 4 2014-06-30 0 0000917523 Revolution Lighting Technologies, Inc. RVLT 0001217902 LAPENTA ROBERT V C/O ASTON CAPITAL, LLC, 177 BROAD STREET STAMFORD CT 06901 1 1 1 0 Chairman and CEO Series F Convertible Redeemable Preferred Stock, par $0.001 4.5881 2014-06-30 4 J 0 5000 D Common Stock, par value $0.001 per share 1089776 0 I By limited liability company Series G Convertible Redeemable Preferred Stock, par $0.001 2.3 2014-06-30 4 J 0 5404.31 A Common Stock, par value $0.001 per share 2349700 5404.31 I By limited liability company Series G Convertible Redeemable Preferred Stock, par $0.001 2.3 2014-06-30 4 J 0 1640.08 A Common Stock, par value $0.001 per share 713078 7044.39 I By limited liability company Series G Convertible Redeemable Preferred Stock, par $0.001 2.3 2014-06-30 4 J 0 10955.6 A Common Stock, par value $0.001 per share 4763309 18000 I By limited liability company As of June 30, 2014, RVL 1 LLC ("RVL") held directly 5,000 shares of Series F Senior Convertible Redeemable Preferred Stock (the "Series F Stock"). Pursuant to a reclassification exempt under Rule 16b-7, each share of Series F Stock, including the value of accrued but unpaid dividends and a redemption premium pursuant to Section 8(b) of the Certificate of Designations, Preferences and Rights of the Series F Stock, was reclassified into shares of Series G Senior Convertible Redeemable Preferred Stock (the "Series G Stock"). Accordingly, the 5,000 shares of Series F Stock held directly by RVL were exchanged for 5,404.31 shares of Series G Stock, each with a stated value of $1,000. As of June 30, 2014, Aston Capital, LLC ("Aston") held directly 12,595.69 shares of Series G stock. Aston is the managing member of RVL. Robert V. LaPenta is a member and officer of RVL and a member and officer of Aston and may be deemed to beneficially own the securities of the Company held by RVL and Aston. Mr. LaPenta's interest in the securities reported herein is limited to the extent of his pecuniary interest, if any. As of June 30, 2014, immediately prior to the reclassification and exchange, the 5,000 shares of Series F Stock were convertible into 1,089,776 shares of common stock (the "Common Stock") at any time at the option of the holder, at a conversion price of $4.5881 per share and had no expiration date. As of June 30, 2014, immediately after the reclassification and exchange, RVL held 5,404.31 shares of Series G Stock. The 5,404.31 shares of Series G Stock are convertible into 2,349,700 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $1,640,085.35 owed to Aston by the issuer pursuant to a promissory note dated February 25, 2014. As of June 30, 2014, the 1,640.08 shares of Series G Stock are convertible into 713,078 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. Represents shares issued to Aston in exchange for cancellation of debt plus interest in the amount of $10,955,609.09 owed to Aston by the issuer pursuant to a promissory note dated April 17, 2014. As of June 30, 2014, the 10,955.61 shares of Series G Stock are convertible into 4,763,309 shares of Common Stock at any time at the option of the holder, at a conversion price of $2.30 per share and have no expiration date. Following the exchanges described herein, the reporting person may be deemed to beneficially own an aggregate of 18,000 shares of Series G Stock. Exhibit 24 - Power of Attorney /s/ Bianca Najjar, Robert V. LaPenta, by power of attorney 2014-07-02 EX-24 2 lapenta_poa.htm POWER OF ATTORNEY

Exhibit 24

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles J. Schafer, Kathleen Chin and Bianca Najjar or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 

(1)if necessary, prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Revolution Lighting Technologies, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and

 

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 
 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of May, 2014.

 

 

/s/ Robert V. LaPenta

Signature

 

Robert V. LaPenta

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