sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Energy Focus, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
29268T102
(CUSIP Number)
December 31, 2009
(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)
þ Rule 13d-1(c)
o Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be filed for 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.
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
2 |
|
of |
|
12 |
Pages |
|
|
|
|
|
|
(1) |
|
NAMES OF REPORTING PERSONS
TLC Investments, LLC |
|
|
|
|
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) o |
|
|
|
(3) |
|
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Tennessee |
|
|
|
|
|
(5) |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
(6) |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
1,500,000 shares of Common Stock |
|
|
|
|
EACH |
(7) |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
(8) |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
1,500,000 shares of Common Stock |
|
|
|
(9) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,500,000 shares of Common Stock |
|
|
|
(10) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o |
|
|
|
(11) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.1% |
|
|
|
(12) |
|
TYPE OF REPORTING PERSON |
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
3 |
|
of |
|
12 |
Pages |
|
|
|
|
|
|
(1) |
|
NAMES OF REPORTING PERSONS
Jami E. Hall |
|
|
|
|
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) o |
|
|
|
(3) |
|
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Tennessee |
|
|
|
|
|
(5) |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
(6) |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,100,000 shares of Common Stock |
|
|
|
|
EACH |
(7) |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
(8) |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,100,000 shares of Common Stock |
|
|
|
(9) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,100,000 shares of Common Stock |
|
|
|
(10) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o |
|
|
|
(11) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.9% |
|
|
|
(12) |
|
TYPE OF REPORTING PERSON |
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
4 |
|
of |
|
12 |
Pages |
|
|
|
|
|
|
(1) |
|
NAMES OF REPORTING PERSONS
Robert E. Wilson |
|
|
|
|
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) o |
|
|
|
(3) |
|
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Tennessee |
|
|
|
|
|
(5) |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
140,000 shares of Common Stock |
|
|
|
|
SHARES |
(6) |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,100,000 shares of Common Stock |
|
|
|
|
EACH |
(7) |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
140,000 shares of Common Stock |
|
|
|
|
WITH |
(8) |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,100,000 shares of Common Stock |
|
|
|
(9) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,240,000 shares of Common Stock |
|
|
|
(10) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o |
|
|
|
(11) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
10.6% |
|
|
|
(12) |
|
TYPE OF REPORTING PERSON |
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
5 |
|
of |
|
12 |
Pages |
|
|
|
|
|
|
(1) |
|
NAMES OF REPORTING PERSONS
Woodstone Energy, LLC |
|
|
|
|
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) o |
|
|
|
(3) |
|
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Tennessee |
|
|
|
|
|
(5) |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
(6) |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
600,000 shares of Common Stock |
|
|
|
|
EACH |
(7) |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
(8) |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
600,000 shares of Common Stock |
|
|
|
(9) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
600,000 shares of Common Stock |
|
|
|
(10) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o |
|
|
|
(11) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
2.8% |
|
|
|
(12) |
|
TYPE OF REPORTING PERSON
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
6 |
|
of |
|
12 |
Pages |
Item 1.
(a) |
|
Name of Issuer
Energy Focus, Inc., a Delaware corporation (the Company) |
(b) |
|
Address of Issuers Principal Executive Offices |
32000 Aurora Road
Solon, Ohio, 44139
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
TLC Investments, LLC (TLC)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee
Jami E. Hall (Hall)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee
Robert E. Wilson (Wilson)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee
Woodstone Energy, LLC (Woodstone)
1244 Gallatin Pike South
Madison, Tennessee 37115
Citizenship: Tennessee
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting
Persons.
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
7 |
|
of |
|
12 |
Pages |
Item 2(d). Title of Class of Securities
Common Stock, $0.0001 par value (Common Stock)
Item 2(e). CUSIP Number
29268T102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 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 Rule 13d-1(b)(1)(ii)(E); |
|
|
(f) |
|
o An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F); |
|
|
(g) |
|
o A parent holding company or control person in accordance with
Rule 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 Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. þ
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
8 |
|
of |
|
12 |
Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
Introduction:
On December 31, 2009, the Issuer acquired all of the member interests of Stones Rivers
Companies, LLC, a Tennessee limited liability company (SRC), from TLC. The consideration that
the Company paid to TLC that day included 1,000,000 shares of its Common Stock and a Convertible
Promissory Note in the face amount of $500,000 with a maturity date of June 30, 2013. The
principal amount of the Note is convertible in whole, but not in part, into 500,000 shares of
Common Stock at any time during the period beginning on June 30, 2010 and ending on the maturity
date. Ms. Hall and Mr. Wilson own all of the member interests of TLC.
On December 31, 2009, the Company issued to Woodstone warrants to purchase up to 600,000
shares of the Companys Common Stock at an exercise price of $0.65 per share and with a term ending
on December 31, 2014. The warrants become exercisable only if SRC, now a subsidiary of the
Company, receives from Woodstone firm contracts or purchase orders for at least $10,000,000 by June
30, 2013. The warrants vest in two parts: 400,000 shares when contracts or purchase orders
between SRC and Woodstone reach $10,000,000, and an additional 200,000 shares when contracts or
purchase orders between them reach an additional $5,000,000. Ms. Hall and Mr. Wilson each own a
minority of the member interests of Woodstone. Together, they own a majority of its member
interests.
On December 31, 2009, the Company awarded to Mr. Wilson an employee stock option under its
2008 Stock Incentive Plan to purchase 140,000 shares of Common Stock at an exercise price of $0.64
and with a term of ten years. Of the total number of shares, twenty-five percent become
exercisable on December 31, 2010, and the remaining seventy-five percent become exercisable monthly
in equal amounts over the next thirty-six months.
|
(a) |
|
Amount Beneficially Owned: |
As of the date of this filing, and assuming the passage of the requisite amount of time, the
satisfaction of conditions, and the satisfaction of vesting requirements, (i) TLC beneficially owns
1,500,000 shares of Common Stock, (ii) Woodstone beneficially owns 600,000 shares of Common Stock,
(iii) Mr. Wilson beneficially owns 140,000 shares of Common Stock, and (iv) each of Ms. Hall and
Mr. Wilson may be deemed to be the beneficial owner of 2,100,000 shares of Common Stock
beneficially owned by TLC and by Woodstone.
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
9 |
|
of |
|
12 |
Pages |
The Company has informed the Reporting Persons that following its acquisition of SRC, and the
issuance to SRC of 1,000,000 shares of Common Stock, on December 31, 2009, there were 21,077,859
shares of Common Stock outstanding. Therefore, based on the Companys outstanding shares of Common
Stock, and on the assumptions set forth in the previous paragraph, (i) TLC may be deemed to
beneficially own 7.1% of the outstanding shares of Common Stock of the Company, (ii) Woodstone may
be deemed to beneficially own 2.8% of the outstanding shares of Common Stock of the Company, (iii)
Ms. Hall may be deemed to beneficially own 9.9% of the outstanding shares of Common Stock of the
Company, and (iv) Mr. Wilson may be deemed to beneficially own 10.6% of the outstanding shares of
Common Stock of the Company. The foregoing should not be construed, in and of itself, as an
admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by
another Reporting Person.
(c) Number of shares as to which such person has:
|
(i) |
|
Sole power to vote or to direct the vote |
|
|
|
|
See Item 4(a) |
|
|
(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 |
|
|
|
|
See Item 4(a) |
|
|
(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
Not applicable.
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.
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
10 |
|
of |
|
12 |
Pages |
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its, his, or her
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.
Exhibit A: Joint Filing Agreement, dated as of January 11, 2010, by and among TLC Investments, LLC,
Woodstone Energy, LLC, Jami E. Hall, and Robert E. Wilson.
[Signatures are on following page.]
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
11 |
|
of |
|
12 |
Pages |
SIGNATURES
After reasonable inquiry and to the best of its, his, or her knowledge and belief, each of the
undersigned certifies that the information with respect to it, him, or her set forth in this
statement is true, complete, and correct.
Dated: January 11, 2010
|
|
|
|
|
|
TLC INVESTMENTS, LLC
|
|
|
By: |
/s/ Jami E. Hall
|
|
|
|
Name: |
Jami E. Hall |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
WOODSTONE ENERGY, LLC
|
|
|
By: |
/s/ Douglas Woodward
|
|
|
|
Name: |
Douglas Woodward |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
|
|
|
/s/ Jami E. Hall
|
|
|
Name: |
Jami E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Wilson
|
|
|
Name: |
Robert E. Wilson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
29268T102 |
13G |
Page |
|
12 |
|
of |
|
12 |
Pages |
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with
the Securities and Exchange Commission on or about the date hereof with respect to the beneficial
ownership by the undersigned of the shares of Common Stock, $0.0001 par value, of Energy Focus,
Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons
and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: January 11, 2010
|
|
|
|
|
|
TLC INVESTMENTS, LLC
|
|
|
By: |
/s/ Jami E. Hall
|
|
|
|
Name: |
Jami E. Hall |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
WOODSTONE ENERGY, LLC
|
|
|
By: |
/s/ Douglas Woodward
|
|
|
|
Name: |
Douglas Woodward |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
|
|
|
/s/ Jami E. Hall
|
|
|
Name: |
Jami E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Wilson
|
|
|
Name: |
Robert E. Wilson |
|
|
|
|
|