|
Common
Stock par value $0.0001 per share
|
|
December
31, 2007
|
|
¨
|
Rule
13d-1(b)
|
|
þ
|
Rule
13d-1(c)
|
|
¨
|
Rule
13d-1(d)
|
|
CUSIP
NO. 53261U106
|
Page 2
of 6
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael
A. Roth and Brian J. Stark, as joint filers pursuant to Rule
13d-1(k)
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
þ
¨
|
|||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||||
|
6
|
SHARED
VOTING POWER
4,349,080
shares of Common Stock (See Item 4)
|
|||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED
DISPOSITIVE POWER
4,349,080
shares of Common Stock (See Item 4)
|
|||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,349,080
shares of Common Stock (See Item 4)
|
|||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
|||||
|
CERTAIN
SHARES
|
¨
|
|||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
(See Item 4)
|
|||||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||||
|
CUSIP
NO. 53261U106
|
Page 3
of 6
|
|
Item
1(a).
|
Name
of Issuer:
|
|
|
Lime
Energy Co. (the “Issuer”).
|
||
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
1280
Landmeier Road
Elk
Grove Village, Illinois 60007
|
||
|
Items
2(a),
(b)
and (c).
|
Name of Persons Filing,
Address of Principal
Business Office and Citizenship:
|
|
|
This
Amendment No. 1 to Schedule 13G is being filed on behalf of Michael A.
Roth and Brian J. Stark, as joint filers (collectively,
the “Reporting Persons”).
|
||
|
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Amendment No. 1 to Schedule
13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to
file this Amendment No. 1 to Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
|
||
|
The
principal business office of the Reporting Persons is 3600 South Lake
Drive, St. Francis, WI 53235. The Reporting Persons
are citizens of the United States of America.
|
||
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $0.0001 per share (the “Common Stock”)
|
||
|
Item
2(e).
|
CUSIP
Number:
|
|
|
53261U106
|
||
|
Item
3.
|
Not
applicable.
|
|
|
Item
4.
|
Ownership.
|
|
|
(a)
|
Amount beneficially
owned:
|
|
|
4,349,080
shares of Common Stock*
|
||
|
(b)
|
Percent of class:
|
|
|
Based
on 53,873,724 shares of Common Stock outstanding as of November 9, 2007 as
indicated in the Issuer’s Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2007 and 40,000
shares of Common Stock issuable upon
the exercise of certain warrants held by the Reporting Persons, the
Reporting Persons hold approximately 8.1%* of the
issued and outstanding Common Stock of the
Issuer.
|
||
|
CUSIP
NO. 53261U106
|
Page 4 of
6
|
|
(c)
|
Number of shares to which such person
has:
|
||
|
(i)
|
Sole
power to vote or direct the vote: 0
|
||
|
(ii)
|
Shared
power to vote or direct the vote: 4,349,080 shares of Common
Stock*
|
||
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
||
|
(iv)
|
Shared
power to dispose of or direct the disposition of: 4,349,080 shares of
Common Stock*
|
||
|
*The
Reporting Persons beneficially own an aggregate of 4,349,080 shares of
Common Stock. The foregoing amount of Common Stock and
percentage ownership represent the combined indirect holdings of Michael
A. Roth and Brian J. Stark.
|
|||
|
All
of the foregoing represents an aggregate of 4,349,080 shares of Common
Stock held directly by SF Capital Partners Ltd. ("SF
Capital"). The Reporting Persons are the Managing Members of
Stark Offshore Management LLC ("Stark Offshore"), which acts as investment
manager and has sole power to direct the management of SF
Capital. Through Stark Offshore, the Reporting Persons possess
voting and dispositive power over all of the foregoing
shares. Therefore, for the purposes of Rule 13d-3 under the
Exchange Act, the Reporting Persons may be deemed to be the beneficial
owners of, but hereby disclaim such beneficial ownership of, the foregoing
shares.
|
|||
|
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 By the Parent
Holding Company.
|
||
|
Not
applicable
|
|||
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
||
|
Not
applicable
|
|||
|
CUSIP
NO. 53261U106
|
Page 5
of 6
|
|
Item
9.
|
Notice
of Dissolution of a 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.
|
|
CUSIP
NO. 53261U106
|
Page 6 of 6
|
| Dated: February 14, 2008 | |||
|
|
|
/s/ Michael A. Roth | |
| Michael A. Roth | |||
|
|
|
/s/ Brian J. Stark | |
| Brian J. Stark | |||