SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Electric City Corp.
--------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
284868106
--------------
(CUSIP Number)
December 31, 2003
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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).
SCHEDULE 13G
CUSIP NO. 284868106 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) [ ]
Not Applicable (b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,818,876 (See Item 4)
--------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,818,876 (See Item 4)
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,818,876 (See Item 4)
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% (See Item 4)
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 284868106 Page 3 of 6
Item 1(a). Name of Issuer:
Electric City Corp. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1280 Landmeier Road
Elk Grove Village, IL 60007-2410
Items 2(a), Name of Persons Filing Address of Principal Business Office and
(b) and (c). Citizenship:
Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
The Reporting Persons are U.S. citizens.
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value, of the Issuer (the
"Common Stock").
Item 2(e). CUSIP Number:
284868106
Item 3. Not Applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
2,818,876*
(b) Percent of class:
8.2%*
(c) Number of shares to which such person has:
SCHEDULE 13G
CUSIP NO. 284868106 Page 4 of 6
(i) Sole power to vote or direct the vote: 2,818,876*
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,818,876*
(iv) Shared power to dispose of or direct the disposition
of: 0
*The foregoing amounts of shares and percentage represent
the combined indirect holdings of Michael A. Roth and Brian
J. Stark, as joint filers. All of the foregoing shares are
held directly by SF Capital Partners, Ltd., a British Virgin
Islands company ("SF Capital"). The Reporting Persons are
the founding members and direct the management of Staro
Asset Management, L.L.C., a Wisconsin limited liability
company ("Staro") which acts as investment manager and has
sole power to direct the management of SF Capital. Through
Staro, the Reporting Persons possess sole voting and
dispositive power over all of the shares reported herein.
Based upon the 34,172,021 shares of Common Stock issued and
outstanding as of October 31, 2003 (as set forth in the
Issuer's quarterly report on Form 10-Q for the fiscal
quarter ended September 30, 2003), for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934, the
Reporting Persons may be deemed to be the beneficial owners
of 2,818,876 shares of Common Stock which represents 8.2% of
the Issuer's issued and outstanding shares of Common Stock.
The beneficial ownership of the Reporting Persons excludes
certain shares of Common Stock that may become issuable
pursuant to warrants issued to SF Capital. Such warrants
issued to SF Capital contain exercise caps which prohibit
the holder (and its affiliates) of the warrants from
exercising such warrants to the extent that giving effect to
such exercise, such holder would beneficially own in excess
of 4.999% and 9.999% of the Issuer's outstanding Common
Stock.
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.
SCHEDULE 13G
CUSIP NO. 284868106 Page 5 of 6
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.
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.
SCHEDULE 13G
CUSIP NO. 284868106 Page 6 of 6
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.
Dated: February 12, 2004
/s/ Michael A. Roth
--------------------------------
Michael A. Roth
/s/ Brian J. Stark
--------------------------------
Brian J. Stark
SCHEDULE 13G
CUSIP NO. 284868106
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
certain shares of Common Stock, par value $0.0001 per share, of Electric City
Corp. and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 12, 2004.
/s/ Michael A. Roth
--------------------------------
Michael A. Roth
/s/ Brian J. Stark
--------------------------------
Brian J. Stark