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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Caliber Imaging & Diagnostics, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| July 31, 2014 |
LCDX / Lucid Inc S-8 POS - - S-8POS As Filed with the Securities and Exchange Commission on July 31, 2014 Registration No. |
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| July 31, 2014 |
LCDX / Lucid Inc 15-12G - - FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35379 Lucid, Inc. (Exact name of registrant as specified in its charter |
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| July 8, 2014 |
CALIBER IMAGING & DIAGNOSTICS CONVERTIBLE PROMISSORY NOTE Exhibit 10.1 THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT |
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| July 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 2, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| June 9, 2014 |
[Remainder of Page Intentionally Left Blank] EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 June 5, 2014 Caliber Imaging and Diagnostics (a/k/a Lucid Inc.) 50 Methodist Hill Drive, Suite 1000 Rochester, NY 14623 Re: Subscription for Shares of Common Stock Ladies and Gentlemen: The undersigned (the “Undersigned”) hereby subscribes for 200,000 shares (the “Shares”) of Common Stock, par value $0.01 per share, of Caliber Imaging and Diagnostics ( |
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| June 9, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 14, 2014 |
EX-99.1 2 ex991.htm Exhibit 99.1 Caliber Imaging & Diagnostics Appoints William F. O’Dell to Board of Directors Healthcare Sales and Marketing Executive with More Than 30 Years of Experience Adds Strength to Board Increases Size of Board to Nine Members BOSTON and ROCHESTER, NY - March 20, 2014 - Caliber Imaging & Diagnostics (OTCQB: LCDX), formerly Lucid, Inc., has appointed William F. O'Dell to |
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| May 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 8, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCID, I |
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| May 9, 2014 |
EX-10.2 2 ex102.htm EXHIBIT 10.2 Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (“Separation Agreement”) is made between Richard J. Pulsifer (“Executive”) and Lucid, Inc. (“Lucid, Inc.” dba “Caliber Imaging & Diagnostics” or “Caliber I.D.,” the “Company,”) together with Executive, the “Parties”). WHEREAS, Executive is terminated without cause from his employment with the Company effec |
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| April 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-3 |
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| April 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 24, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 30, 2014 |
CALIBER IMAGING & DIAGNOSTICS CONVERTIBLE PROMISSORY NOTE EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN |
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| April 30, 2014 |
Exhibit 99.1 Corporate Overview April 2014 OTCQB: LCDX Company Snapshot Provides disruptive, non-invasive, point-of-care cellular imaging technologies VivaScope systems can improve patient outcomes while reducing costs to the healthcare system VivaScope is a Standard of Care in Germany with the S1 guidelines VivaScope provides physicians with a powerful tool to assist in the diagnosis of skin canc |
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| March 20, 2014 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 18th day of March, 2014, between Lucid, Inc., a New York corporation d/b/a Caliber I.D. (the “Company”), and Richard Christopher (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms contained herein. NOW, THEREFORE, in c |
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| March 20, 2014 |
EX-99.1 3 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Caliber Imaging & Diagnostics Names Richard C. Christopher to Chief Financial Officer Former CFO of DUSA Pharmaceuticals Provides Financial and Industry Strength to Executive Management Team BOSTON and ROCHESTER, NY - March 20, 2014 - Caliber Imaging & Diagnostics (OTCQB: LCDX), formerly Lucid, Inc., has named Richard C. Christopher as Chief Financial |
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| March 20, 2014 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 18, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 12, 2014 |
Exhibit 10.28 BY FEDERAL EXPRESS March 10, 2014 H.C. Wainwright & Co., LLC 570 Lexington Avenue New York, NY 10022 Attn: Head of Investment Banking Dear Sir/Madam: Reference is made to the agreement (the “Agreement”) between Lucid, Inc., d/b/a Caliber Imaging and Diagnostics, (“Caliber”) and H.C. Wainwright & Co., LLC (“HCW”) dated as of August 22, 2013 and as amended on February 20, 2014 and Febr |
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| March 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCID, INC. ( |
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| March 12, 2014 |
Members FINRA & SIPC 40 Wall Street * New York, NY 10005 * tel (212) 293-9090 * fax (212) 344-0138 * EX-10.29 3 ex1029.htm EXHIBIT 10.29 Exhibit 10.29 Caliber Imaging & Diagnostics March 10, 2014 Caliber Imaging & Diagnostics (Lucid, Inc.) 10 Post Office Square North Tower, 11th Floor - Suite 1150 Boston, MA 02109 Dear Mr. Hone, We are pleased that Lucid, Inc., operating as Caliber Imaging & Diagnostics, (“Caliber” or the “Company”) has decided to retain R.F. Lafferty & Co., Inc. (“Lafferty”) to |
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| January 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 7, 2014 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number |
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| January 13, 2014 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Caliber Imaging & Diagnostics Appoints Daniel Mark Siegel, M.D. to Its Board of Directors Dermatologist with 25 Years of Experience Expands the Board to Eight Directors ROCHESTER, N.Y. and BOSTON – January 13, 2014 – Caliber Imaging & Diagnostics (OTCQB: LCDX), formerly Lucid, Inc., announces the appointment of Daniel Mark Siegel, M.D. to its Board of |
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| November 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCI |
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| November 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-3 |
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| November 8, 2013 |
Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER |
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| November 8, 2013 |
November 8, 2013 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 8, 2013 |
Quarterly Report - FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 0 |
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| October 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 7, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number |
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| October 11, 2013 |
95 Methodist Hill Drive Suite 500 Exhibit 10.1 95 Methodist Hill Drive Suite 500 Rochester New York 14623 585.239.9800 | 585.239.9806 October 7, 2013 Dear Northeast LCD Capital, LLC: As you know, Northeast LCD Capital, LLC holds two Notes from Caliber I.D. in the original principal amounts of $7 million and $5 million. To permit Caliber to raise its next financing round, Northeast agrees to modify the Notes as follows: 1. Continge |
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| October 3, 2013 |
COMMON STOCK PURCHASE WARRANT LUCID, INC., d/b/a CALIBER IMAGING & DIAGNOSTICS EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU |
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| October 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 22, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Co |
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| August 27, 2013 |
Exhibit 1.1 In acknowledgment that the foregoing correctly sets forth the understanding reached by HCW and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Mark Viklund Name: Mark Viklund Title: Chief Executive Officer Accepted and Agreed to as of the |
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| August 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 22, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCID, IN |
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| June 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 3, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 24, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 20, 2013 |
EX-99.1 8 ex991.htm EXHIBIT 99.1 Exhibit 99.1 “Imagine a future where dermatologists can offer patients non - invasive biopsies, a combination of optical technologies just finding their roles today…” - Daniel M. Siegel, MD P ast President of the American Academy of Dermatology, March 2013 AAD Presidential Address 1 This presentation contains statements about Lucid, Inc. operating as Caliber Imagin |
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| May 20, 2013 |
Exhibit 10.1 Subsequent Term Note For good value, on this date of May 20 , 2013, Lucid, Inc. (?Borrower?) promises to pay to the order of Northeast LCD Capital, LLC (?Lender?) and Northeast LCD Capital, LLC unconditionally promises to lend to Lucid, Inc. the sum of Five Million ($5,000,000.) Dollars, together with interest at the rate of 7% per annum on the unpaid balance, paid in the following ma |
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| May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCID, I |
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| May 20, 2013 |
INTERCREDITOR AND PARTICIPATION AGREEMENT EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 INTERCREDITOR AND PARTICIPATION AGREEMENT Agreement made and entered into this day by and between NORTHEAST LCD CAPITAL, LLC, a Maine limited liability company ("Lender" and “Subsequent Lender”) and LUCID, INC., a New York corporation ("Borrower"). In consideration of the mutual covenants contained herein, and other good and valuable consideration, the |
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| May 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response……………………... 2.50 SEC FILE NUMBER 001-35379 CUSIP NUMBER (Check one): £ Form 10-K £ Form 20-F £ Form 11-K S Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR For Period Ended: March 31, 20 |
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| March 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-35379 LUCID, INC. (Ex |
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| March 29, 2013 |
LUCID, INC. 2012 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.39 LUCID, INC. 2012 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Lucid, Inc. 2012 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Lucid, Inc. (the ?Company?) and its Subsidiari |
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| March 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 27, 2013 LUCID, INC. (Exact name of registrant as specified in its charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 20, 2012 |
LCDXW / Lucid Inc / SHEA WILLIAM J - SCHEDULE 13D/A Activist Investment Page 1of 4 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) William J. Shea 159 Bear Hill Rd. North Andover, MA 01845 (585)-239-9800 (Name, Address and Telephone Number of Person Authorized to Recei |
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| November 30, 2012 |
LCDXW / Lucid Inc / SHEA WILLIAM J - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) William J. Shea 159 Bear Hill Rd. North Andover, MA 01845 (585)-239-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co |
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| November 9, 2012 |
Exhibit 10.3 RESIGNATION AGREEMENT This Resignation Agreement (?Resignation Agreement?) is made between Jay M. Eastman (?Executive?) and Lucid, Inc. (?Lucid? or the ?Company,? together with Executive, the ?Parties?). WHEREAS, Executive is resigning from his employment with the Company effective, September 30, 2012 (the ?Resignation Date?); WHEREAS, this Resignation Agreement fully supersedes any p |
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| November 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER 001-35379 LUCI |
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| October 5, 2012 |
LCDXW / Lucid Inc / SHEA WILLIAM J - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) William J. Shea 159 Bear Hill Rd. North Andover, MA 01845 (585)-239-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co |
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| October 5, 2012 |
LUCID, INC. Code of Business Conduct and Ethics EX-14.1 4 a12-230571ex14d1.htm EX-14.1 Exhibit 14.1 LUCID, INC. Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors of Lucid, Inc. (together with its subsidiaries, the “Company”) established this Code of Business Conduct and Ethics (the “Code”) to aid the Company’s directors, officers and employees in making ethical and legal decisions when conducting the Comp |
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| October 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 9, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commi |
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| October 5, 2012 |
EX-10.1 2 a12-230571ex10d1.htm EX-10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 1 day of October, 2012, between Lucid, Inc., a New York corporation (the “Company”), and L. Michael Hone (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the on the terms contain |
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| October 5, 2012 |
EX-10.2 3 a12-230571ex10d2.htm EX-10.2 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 1 day of October, 2012, between Lucid, Inc., a New York corporation (the “Company”), and Richard J. Pulsifer (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the t |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 3, 2012 |
EX-16.1 2 a12-176391ex16d1.htm EX-16.1 Exhibit 16.1 Deloitte & Touche LLP 910 Bausch & Lomb Place Rochester, NY 14604 USA Tel: +1 585 238 3300 Fax: +1 585 232 2890 www.deloitte.com August 3, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4 of Lucid, Inc.’s Form 8-K dated August 3, 2012, and have the following comments: 1. |
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| August 3, 2012 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 30, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 19, 2012 |
As filed with the U.S. Securities and Exchange Commission on July 19, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LUCID, INC. (Exact name of registrant as specified in its charter) New York 16-1406957 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| July 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 9, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 13, 2012 |
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (“Separation Agreement”) is made between Martin Joyce (“Executive”) and Lucid, Inc. (“Lucid” or the “Company,” together with Executive, the “Parties”). WHEREAS, Executive is resigning from his employment with the Company effective, July 9, 2012 (the “Separation Date”); WHEREAS, this Separation Agreement fully supersedes any prior agreemen |
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| July 11, 2012 |
EX-10.1 2 a12-161921ex10d1.htm EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT dated as of July 5, 2012 among LUCID, INC., as Borrower, and NORTHEAST LCD CAPITAL, LLC, as Lender i TABLE OF CONTENTS Page 1. ACCOUNTING AND OTHER TERMS 1 2. LOAN AND TERMS OF PAYMENT 1 2.1 Promise to Pay 1 2.2 Term Loans 1 2.3 Payment of Interest on the Term Loans 2 2.4 Fees 2 2.5 Payments 3 2.6 Tax Treatment 3 2.7 R |
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| July 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 5, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 11, 2012 |
Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 11, 2012 |
EX-10.3 4 a12-119661ex10d3.htm EX-10.3 Exhibit 10.3 GUARANTY This GUARANTY (this “Guaranty”), made as of May 7, 2012 by L. MICHAEL HONE (the “Guarantor”), in favor of NORTHEAST LCD CAPITAL, LLC (“Secured Party”), is entered into in connection with the Secured Demand Promissory Note (the “Note”), dated as of the date hereof, issued by LUCID, INC. (the “Obligor”) in favor of the Secured Party. 1. Gu |
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| May 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 7, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 11, 2012 |
EX-10.2 3 a12-119661ex10d2.htm EX-10.2 Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Security Agreement”) is made as of May 7, 2012 by LUCID, INC., a New York corporation (the “Debtor”) in favor of NORTHEAST LCD CAPITAL, LLC, a Maine limited liability company (the “Secured Party”). W I T N E S S E T H: WHEREAS, the Secured Party has made a loan to the Debtor evidenced by that cert |
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| May 11, 2012 |
SECURED DEMAND PROMISSORY NOTE EX-10.1 2 a12-119661ex10d1.htm EX-10.1 Exhibit 10.1 SECURED DEMAND PROMISSORY NOTE THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND REGISTRATION OR Q |
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| May 4, 2012 |
8-K 1 a12-1134818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 30, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporatio |
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| May 4, 2012 |
FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 2 a12-113481ex10d1.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Forbearance Agreement and Second Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of April 30, 2012, by and between SQUARE 1 BANK (the “Bank”) and LUCID, INC. (the “Borrower”). RECITALS Borrower and Ban |
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| April 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 10-K/A 1 a12-10762110ka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FRO |
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| April 5, 2012 |
8-K 1 a12-911718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 30, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation |
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| April 5, 2012 |
FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 2 a12-91171ex10d1.htm EX-10.1 Exhibit 10.1 FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This Forbearance Agreement and First Amendment to Loan and Security Agreement (this “Agreement”) is entered into as of March 30, 2012, by and between SQUARE 1 BANK, (the “Bank”) and Lucid, Inc. (the “Borrower”), with reference to the following facts: A. Borrower has borrowed |
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| March 30, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Organization Lucid International Ltd. United Kingdom QuickLinks Exhibit 21.1 LIST OF SUBSIDIARIES |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Use these links to rapidly review the document Table of Contents Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTIO |
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| March 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 27, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 3, 2012 |
8-K 1 a12-419718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 30, 2012 LUCID, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-35379 16-1406957 (State or other jurisdiction of incorporati |
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| February 3, 2012 |
SEPARATION AGREEMENT, INCLUDING RELEASE AND WAIVER OF CLAIMS EX-10.1 2 a12-41971ex10d1.htm EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT, INCLUDING RELEASE AND WAIVER OF CLAIMS 1. Parties. The parties to this Separation Agreement, Including Release and Waiver of Claims (“Separation Agreement”) are as follows: a. Lucid, Inc., a corporation organized under the laws of the state of New York, with its principal office located at 2320 Brighton Henrietta T/L Road, Ro |
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| January 17, 2012 |
Costs Associated with Exit or Disposal Activities - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 10, 2012 LUCID, INC. (Exact Name of Registrant as Specified in Charter) New York 000-54570 16-406957 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| January 9, 2012 |
LCDXW / Lucid Inc / Mavig GmBH - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Lucid, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 54948Q 104 (CUSIP Number) Mavig GmBH PO Box 82 03 62 81803 Munich, Germany Attn: Christian Stoian, CEO 49 89 42096233 (Name, Address and Telephone Number of Person Authorize |
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| January 9, 2012 |
LCDXW / Lucid Inc / EASTMAN JAY M - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) Jay M. Eastman 70 Van Voorhis Rd. Pittsford, New York 14534 (585) 239-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and C |
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| January 9, 2012 |
LCDXW / Lucid Inc / Northeast LCD Capital, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) Northeast LCD Capital, LLC 62 Portland Street Kennebunk, Maine 04043 Attn: Wesley Crowell (207) 985-7000 (Name, Address and Telephone Number of Person Autho |
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| January 9, 2012 |
LCDXW / Lucid Inc / SHEA WILLIAM J - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Lucid, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54948Q 104 (CUSIP Number) William J. Shea 159 Bear Hill Rd. North Andover, MA 01845 (585)-239-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com |
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| January 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 28, 2011 LUCID, INC. (Exact Name of Registrant as Specified in Charter) New York 000-54570 16-406957 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| January 4, 2012 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 15,268 UNITS LUCID, INC. EX-4.2 4 a12-20321ex4d2.htm EX-4.2 Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EF |
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| January 4, 2012 |
EX-1.1 2 a12-20321ex1d1.htm EX-1.1 Exhibit 1.1 LUCID, INC. 1,388,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENT December 28, 2011 Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: Lucid, Inc., a New York c |
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| January 4, 2012 |
EX-4.1 3 a12-20321ex4d1.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement made as of December 30, 2011, is between Lucid, Inc., a New York corporation, with offices at 2320 Brighton Henrietta Townline Road, Rochester, New York 14623 (the “Company”), and American Stock Transfer and Trust Company, LLC, with offices at 6201 Fifteenth Avenue, Brooklyn, New York 11219 (the “Warrant Agent” |
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| January 4, 2012 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 12,492 UNITS LUCID, INC. EX-4.3 5 a12-20321ex4d3.htm EX-4.3 Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EF |
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| January 4, 2012 |
Lucid, Inc. Announces Closing of Public Offering Exhibit 99.1 Lucid, Inc. Announces Closing of Public Offering ROCHESTER, N.Y. December 30, 2011 — Lucid, Inc. (OTCBB: LCDCU) today announced that it has closed its previously announced underwritten public offering of 1,388,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. Net proceeds received by Lucid were approximately $5.30 |
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| December 29, 2011 |
424B4 1 a2206768z424b4.htm 424B4 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-173555 PROSPECTUS 1,388,000 Units Lucid, Inc. This is the initial public offering of 1,388,000 Units of Lucid, Inc. The units consist of one share of common stock and one warrant to purchase one share of common s |
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| December 22, 2011 |
As filed with the Securities and Exchange Commission on December 22, 2011 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on December 22, 2011 Registration No. |
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| December 22, 2011 |
Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 December 22, 2011 Securities and Exchange Commission 100 F Street, N. |
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| December 22, 2011 |
LUCID, INC. 2320 Brighton-Henrietta Townline Road Rochester, New York 14623 December 22, 2011 Ms. Amanda Ravitz Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-3720 Re: Lucid, Inc. Registration Statement on Form S-1 (File No. 333-173555) Form 8-A (File No. 001-54570) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant |
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| December 22, 2011 |
As filed with the Securities and Exchange Commission on December 22, 2011 S-1/A 1 a2206724zs-1a.htm S-1/A QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on December 22, 2011 Registration No. 333-173555 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LUCID, INC. (Exact name of registrant as sp |
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| December 22, 2011 |
Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 December 22, 2011 Securities and Exchange Commission 100 F Street, N. |
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| December 22, 2011 |
LUCID, INC. 2320 Brighton-Henrietta Townline Road Rochester, New York 14623 December 22, 2011 Ms. Amanda Ravitz Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-3720 Re: Lucid, Inc. Registration Statement on Form S-1 (File No. 333-173555) Form 8-A (File No. 001-54570) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant |
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| December 21, 2011 |
December 21, 2011 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 FAX: (585) 419-8818 [email protected] Via Electronic Transmission Ms. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lucid, Inc. Amendments No. 6 and 7 to Registration Statement on Form S-1 Filed December 13, 2011 and De |
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| December 21, 2011 |
Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 December 21, 2011 Securities and Exchange Commission 100 F Street, N. |
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| December 21, 2011 |
LUCID, INC. 2320 Brighton-Henrietta Townline Road Rochester, New York 14623 December 21, 2011 Ms. Amanda Ravitz Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-3720 Re: Lucid, Inc. Registration Statement on Form S-1 (File No. 333-173555) Form 8-A (File No. 001-54570) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant |
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| December 21, 2011 |
LUCID, INC. 2320 Brighton Henrietta Town Line Road Rochester, New York 14623 LUCID, INC. 2320 Brighton Henrietta Town Line Road Rochester, New York 14623 December 21, 2011 VIA EDGAR Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Lucid, Inc. — Form RW for Withdrawal of Registration Statement on Form 8-A Ladies and Gentlemen: Please be advised that Lucid, Inc. (“Lucid”) hereby applies for an order granting immediate withdrawal of the Form 8-A |
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| December 21, 2011 |
EX-1.1 2 a2206724zex-11.htm EX-1.1 Exhibit 1.1 LUCID, INC. 1,635,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENT , 2011 Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: Lucid, Inc., a New York corporation |
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| December 21, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucid, Inc. (Exact name of registrant as specified in its charter) New York 16-1406957 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2320 Brighton-Henrietta T.L. Roa |
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| December 21, 2011 |
EX-4.29 4 a2206724zex-429.htm EX-4.29 Exhibit 4.29 DATED: NUMBER WARRANTS LW CUSIP 54948Q 11 2 INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK THIS CERTIFIES THAT FOR VALUE RECEIVED: SEE REVERSE FOR CERTAIN DEFINITIONS LUCID UCID UCID, , I INC NC NC. IS THE REGISTERED HOLDER COUNTERSIGNED AND REGISTERED:AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCBROOKLYN, NY as WARRANT AGENT BY: AUTHORIZED S |
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| December 21, 2011 |
EX-4.1 3 a2206724zex-41.htm EX-4.1 Exhibit 4.1 COUNTERSIGNED AND REGISTERED:AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCBROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DATED: NUMBER SHARES COMMON STOCK LC transferable on the books of this Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This Certificate and the shares represented |
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| December 21, 2011 |
S-1/A 1 a2206724zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 21, 2011 Registration No. 333-173555 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LUCID, IN |
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| December 20, 2011 |
As filed with the Securities and Exchange Commission on December 19, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 19, 2011 Registration No. |
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| December 13, 2011 |
Exhibit 10.14 AGREEMENT THIS AGREEMENT (this ?Agreement?) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (?Lucid?) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Ke |
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| December 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucid, Inc. (Exact name of registrant as specified in its charter) New York 16-1406957 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2320 Brighton-Henrietta T.L. Roa |
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| December 13, 2011 |
December 13, 2011 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 Via Electronic Transmission FAX: (585) 419-8818 [email protected] Ms. Amanda Ravitz Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lucid, Inc. Registration Statement on Form S-1 Amended June 27, 2011, August 1, 2011, September 7, |
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| December 13, 2011 |
EX-1.1 2 a2206579zex-11.htm EX-1.1 Exhibit 1.1 LUCID, INC. Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENT , 2011 Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: Lucid, Inc., a New York corporation (the “Comp |
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| December 13, 2011 |
Exhibit 4.28 WARRANT AGREEMENT This Warrant Agreement made as of [ ], 2011, is between Lucid, Inc., a New York corporation, with offices at 2320 Brighton Henrietta Townline Road, Rochester, New York 14623 (the ?Company?), and American Stock Transfer and Trust Company, LLC, with offices at 6201 Fifteenth Avenue, Brooklyn, New York 11219 (the ?Warrant Agent?). WHEREAS, the Company is engaged in a pu |
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| December 13, 2011 |
As filed with the Securities and Exchange Commission on December 13, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 13, 2011 Registration No. |
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| December 13, 2011 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF [ ] UNITS LUCID, INC. Exhibit 4.30 THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAY FOLLOWING THE EFFECTIVE DATE (DEFINE |
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| December 13, 2011 |
EX-3.5 3 a2206579zex-35.htm EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LUCID, INC. Under Section 805 of the Business Corporation Law The undersigned, being the Chief Executive Officer of Lucid, Inc. (the “Corporation”), hereby certifies: 1. The name of the Corporation is Lucid, Inc. The name under which it was formed is Lucid Technologies, Inc. 2. The Certif |
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| December 13, 2011 |
Exhibit 4.29 No. THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR WARRANTS TO 5:00 P.M. NEW YORK CITY TIME, [ ], 2016 LUCID, INC. WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring [ ], 2016 (the ?Warrant?) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (?Shares?), of Lucid, Inc., a New York corp |
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| September 20, 2011 |
As filed with the Securities and Exchange Commission on September 19, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on September 19, 2011 Registration No. |
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| September 7, 2011 |
As filed with the Securities and Exchange Commission on September 7, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on September 7, 2011 Registration No. |
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| September 7, 2011 |
September 7, 2011 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 Via Electronic Transmission FAX: (585) 419-8818 [email protected] Ms. Amanda Ravitz Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lucid, Inc. Registration Statement on Form S-1 Filed April 15, 2011 Amended June 27, 2011 Amended A |
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| September 7, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK EX-4.26 3 a2205436zex-426.htm EX-4.26 Exhibit 4.26 Execution Copy Warrant No. [ ] Date of Issuance: July 27, 2011 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. T |
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| September 7, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.16 Execution Copy Warrant No. [ ] Date of Issuance: November 15, 2010 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIES HA |
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| September 7, 2011 |
Exhibit 10.34 NOTICE OF CONVERSION TO: Lucid, Inc. Pursuant to the terms and conditions of that certain Agreement dated as of July 9, 2010 between Northeast LCD Capital, LLC (?Northeast?) and Lucid, Inc. (?Lucid?), as amended by Amendment No. 1 dated as of June 16, 2011 (as so amended, the ?Agreement?), Northeast hereby irrevocably elects to take payment of the Fee, as that term is defined in the |
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| September 7, 2011 |
Exhibit 10.33 Agreement of Lease Dated: August 18, 2011 By and Between 95 Methodist Hill Drive LLC a New York Limited Liability Company Landlord And Lucid, Inc. A New York Corporation Tenant Lease This Agreement of Lease (this ?Lease?), made this 18 day of August, 2011, between 95 Methodist Hill Drive LLC, a New York limited liability company having an office and place of business located at 1020 |
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| September 7, 2011 |
Exhibit 10.12 SUBORDINATION AGREEMENT This Subordination Agreement is made as of July 20, 2011 by and among each of the undersigned creditors (individually, a ?Creditor? and, collectively, the ?Creditors?), and Square 1 Bank (?Bank?). Recitals A. Lucid, Inc., a New York Corporation (?Borrower?), has requested and/or obtained certain loans or other credit accommodations from Bank which are or may b |
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| August 1, 2011 |
Exhibit 4.21 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: Lucid, Inc. Number of Shares: 19,523 Class of Stock: Common Initial Exercise Price: $4.61per share Issue Date: July 20, 2011 Expiratio |
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| August 1, 2011 |
Exhibit 4.19 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JU |
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| August 1, 2011 |
LUCID, INC. (WARRANT TO PURCHASE SHARES OF COMMON STOCK) Exhibit 4.27 THE WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT UNDER THE AFO |
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| August 1, 2011 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of July 20, 2011 by and between SQUARE 1 BANK (?Bank?) and LUCID, INC., a New York corporation (?Grantor?). RECITALS A. Bank has agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the ?Loans?) in the amounts and manner set forth in |
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| August 1, 2011 |
Exhibit 10.13 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AGREEMENT is made as of July 20, 2011, by NORTHEAST LCD CAPITAL, LLC. (?Pledgor?) in favor of Square 1 Bank (the ?Bank?) (the ?Pledge Agreement?). RECITALS A. Lucid, Inc. (the ?Borrower?) and Bank have entered into a Loan and Security Agreement dated as of July 20, 2011 (said agreement, as it may hereafter be amended from time to time, being |
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| August 1, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.26 - Execution Copy Warrant No. [ ] Date of Issuance: July 27, 2011 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIES HAS |
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| August 1, 2011 |
As filed with the Securities and Exchange Commission on July 29, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on July 29, 2011 Registration No. |
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| August 1, 2011 |
SUBSCRIPTION AGREEMENT in connection with LUCID, INC. CONVERTIBLE NOTES AND WARRANTS July, 2011 Exhibit 4.23 SUBSCRIPTION AGREEMENT in connection with LUCID, INC. CONVERTIBLE NOTES AND WARRANTS July, 2011 THIS SUBSCRIPTION AGREEMENT AND THE INFORMATION CONCERNING LUCID, INC. (THE ?COMPANY?) (COLLECTIVELY, THE ?OFFERING DOCUMENTS?) ARE FURNISHED ON A CONFIDENTIAL BASIS TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS FOR THE PURPOSE OF PROVIDING CERTAIN INFORMATION ABOUT AN INVESTMENT IN CONVER |
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| August 1, 2011 |
Exhibit 10.16 UNCONDITIONAL GUARANTY For and in consideration of the loan by SQUARE 1 BANK (?Bank?) to Lucid, Inc. (?Borrower?), which loan is made pursuant to a Loan and Security Agreement (as amended from time to time, the ?Agreement?), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (?Guarantor?) hereby unconditional |
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| August 1, 2011 |
Exhibit 4.5 August 29, 2002 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned (?Debtor?) hereby promises to pay to [*] (?Payee?), the principal amount of $22,485.00 (the ?Principal?), without any interest on the unpaid balance. The Principal shall become due and payable when, as and if the Debtor collects any ?Contingent Consideration? royalty payments (the ?Royalty Payments?) pursuant to Sectio |
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| August 1, 2011 |
LUCID, INC. (WARRANT TO PURCHASE SHARES OF COMMON STOCK) Exhibit 4.20 THE WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT UNDER THE AFO |
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| August 1, 2011 |
Exhibit 10.14 AGREEMENT THIS AGREEMENT (this ?Agreement?) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (?Lucid?) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Ke |
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| August 1, 2011 |
LUCID, INC. 8% CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 15, 2012 Exhibit 4.24 - Execution Copy THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED |
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| August 1, 2011 |
LUCID, INC. LOAN AND SECURITY AGREEMENT Exhibit 10.10 LUCID, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of July 20, 2011, by and between Square 1 Bank (?Bank?) and Lucid, Inc. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to |
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| August 1, 2011 |
Exhibit 10.15 UNCONDITIONAL GUARANTY For and in consideration of the loan by SQUARE 1 BANK (?Bank?) to Lucid, Inc. (?Borrower?), which loan is made pursuant to a Loan and Security Agreement (as amended from time to time, the ?Agreement?), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (?Guarantor?) hereby unconditional |
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| August 1, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.25 - Execution Copy Warrant No. 2011- Date of Issuance: , 2011 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIES HAS BEEN |
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| August 1, 2011 |
SUBSCRIPTION AGREEMENT in connection with LUCID, INC. CONVERTIBLE NOTES AND WARRANTS July, 2011 Exhibit 4.22 SUBSCRIPTION AGREEMENT in connection with LUCID, INC. CONVERTIBLE NOTES AND WARRANTS July, 2011 THIS SUBSCRIPTION AGREEMENT AND THE INFORMATION CONCERNING LUCID, INC. (THE ?COMPANY?) (COLLECTIVELY, THE ?OFFERING DOCUMENTS?) ARE FURNISHED ON A CONFIDENTIAL BASIS TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS FOR THE PURPOSE OF PROVIDING CERTAIN INFORMATION ABOUT AN INVESTMENT IN CONVER |
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| August 1, 2011 |
As filed with the Securities and Exchange Commission on August 1, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 1, 2011 Registration No. |
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| August 1, 2011 |
Exhibit 4.6 SECURITY AGREEMENT This SECURITY AGREEMENT (the ?Security Agreement?), dated as of August 29, 2002, is made by LUCID, INC., a New York corporation (the ?Debtor?), in favor of [*] a New York resident (the ?Secured Party?). W I T N E S S E T H: WHEREAS, this Security Agreement is being made by the Debtor concurrently with the execution of a Promissory Note (the ?Note?) by the Debtor for |
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| August 1, 2011 |
NON-NEGOTIABLE PROMISSORY NOTE $ 612,411.70 December 31, 2010 Rochester, New York Exhibit 10.32 NON-NEGOTIABLE PROMISSORY NOTE $ 612,411.70 December 31, 2010 Rochester, New York FOR VALUE RECEIVED, LUCID, INC., a New York corporation (?Maker?), promises to pay to DALE E. CRANE (?Payee?), in lawful money of the United States of America, the sum of six hundred twelve thousand four hundred eleven and 70/100 Dollars ($612,411.70), without interest, in a first payment of one hundred |
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| August 1, 2011 |
Exhibit 10.12 SUBORDINATION AGREEMENT This Subordination Agreement is made as of July 20, 2011 by and among each of the undersigned creditors (individually, a ?Creditor? and, collectively, the ?Creditors?), and Square 1 Bank (?Bank?). Recitals A. Lucid, Inc., a New York Corporation (?Borrower?), has requested and/or obtained certain loans or other credit accommodations from Bank which are or may b |
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| July 29, 2011 |
July 29, 2011 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 Via Electronic Transmission FAX: (585) 419-8818 [email protected] Ms. Amanda Ravitz Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lucid, Inc. Registration Statement on Form S-1 Filed April 15, 2011 Amended June 27, 2011 Registration |
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| June 27, 2011 |
WARRANT TO PURCHASE CONVERTIBLE PREFERRED STOCK OF LUCID, INC. EXHIBIT 4.8 WARRANT TO PURCHASE CONVERTIBLE PREFERRED STOCK OF LUCID, INC. THIS WARRANT AND THE SHARES OF CONVERTIBLE PREFERRED STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF (i) RECEIPT BY LUCID, INC. (?COMPANY?) OF AN OPINION OF COUNSEL SATISFACT |
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| June 27, 2011 |
Exhibit 21.1 Subsidiaries of Lucid, Inc. 1. Lucid International Ltd. |
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| June 27, 2011 |
LUCID, INC. INVENTION, COPYRIGHT, PROPRIETARY INFORMATION AND CONFLICTS OF INTERESTS Exhibit 10.26 LUCID, INC. EMPLOYEE INVENTION, COPYRIGHT, PROPRIETARY INFORMATION AND CONFLICTS OF INTERESTS AGREEMENT In consideration of my employment at Lucid, Inc. (?Lucid?) or of the continuation of my employment and of any remuneration paid to me in connection with such employment, I agree as follows. 1. During or subsequent to the period of my employment I will communicate to Lucid promptly |
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| June 27, 2011 |
Exhibit 10.30 EXHIBIT A AGREEMENT THIS AGREEMENT (this ?Agreement?) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (?Lucid?) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Su |
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| June 27, 2011 |
Exhibit 10.27 DISTRIBUTOR AGREEMENT This Distributor Agreement (the ?Agreement?) dated 1st September 2004. is between Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 and Integral Corporation, having a principal place of business at Shinjyuku 1- 36-7,Shinjyuku-ku,Tokyo, Japan, (?Distributor?) For good and valuable cons |
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| June 27, 2011 |
Exhibit 10.23 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 1st day of December 2010, is between Lucid, Inc., a New York corporation (?Company?), and William J. Fox (?Executive?). 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. The effective date of this agreement (the ?Agree |
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| June 27, 2011 |
Exhibit 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 1st day December 2010, is between Lucid, Inc., a New York corporation (?Company?), and Marcy K. Davis-McHugh (?Executive?). 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. The effective date of this agreement (the ?A |
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| June 27, 2011 |
Exhibit 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 22nd day of March 2011, is between Lucid, Inc., a New York corporation (?Company?), and Martin Joyce (?Executive?) residing at 11 Spruce Street, Braintree, MA 02184.. 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. T |
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| June 27, 2011 |
Exhibit 10.18 LOCK-UP AND WAIVER AGREEMENT May 27, 2011 This Lock-Up and Waiver Agreement, dated as of May 27, 2011, is made by and between Lucid, Inc., a New York corporation with a principal address of 2320 Brighton Henrietta Town Line Road, Rochester, NY 14623 (the ?Company?), and the undersigned investor, in connection with the proposed Underwriting Agreement (the ?Underwriting Agreement?) to |
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| June 27, 2011 |
Exhibit 10.24 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 1st day of December 2010, is between Lucid, Inc., a New York corporation (?Company?), and Jay M. Eastman (?Executive?). 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. The effective date of this agreement (the ?Agree |
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| June 27, 2011 |
LUCID, INC. YEAR 2000 STOCK OPTION PLAN Exhibit 10.3 LUCID, INC. YEAR 2000 STOCK OPTION PLAN 1. Introduction and Statement of Purpose This Year 2000 Stock Option Plan (the ?Plan?) is intended to encourage stock ownership by directors and selected officers and employees of Lucid, Inc. (the ?Company?) to increase their proprietary interest in the success of the Company and to encourage them to remain in the service or employ of the Compan |
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| June 27, 2011 |
EXHIBIT 10.6 SUPPLY AGREEMENT Dated: December 4, 2006 SUPPLY AGREEMENT This Supply Agreement is made this 4th day of December 2006, by and among Lucid, Inc., a New York corporation (herein called ?SUPPLIER?), with offices at 2320 Brighton Henrietta Town Line Road, Rochester, New York 14623 USA and Mavig Austria GmbH, an Austrian limited liability company (herein called ?COMPANY?), with offices at |
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| June 27, 2011 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 1st day of December 2010, is between Lucid, Inc., a New York corporation (?Company?), and William J. Shea (?Executive?). WHEREAS the Executive has served on the Board of Company for several years and has become familiar with the products and processes owned and developed by the Company; and WHEREAS the Company has grown |
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| June 27, 2011 |
Exhibit 10.14 UNLIMITED GUARANTY GUARANTY, dated as of July 9, 2010, by WILLIAM J. SHEA (the ?Guarantor?), in favor of DANVERSBANK, a Massachusetts savings bank, having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (the ?Bank?). In consideration of the Bank?s giving, in its discretion, time, credit or banking facilities or accommodations to LUCID, INC., a New York corporatio |
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| June 27, 2011 |
Exhibit 10.21 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of the 1st day of December 2010, is between Lucid, Inc., a New York corporation (?Company?), and L. Michael Hone (?Executive?). 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. The effective date of this agreement (the ?Agre |
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| June 27, 2011 |
Exhibit 10.25 TEL (585) 334.1122 FAX (585) 334.9756 WEB www.lefrois.com ADDRESS PO Box 230 1020 Lehigh Station Road Henrietta, New York 14467-9369 THIS AGREEMENT OF LEASE, dated as of the 30TH day of December, 2002, between Richard R. LeFrois having an office and place of business located at 1020 Lehigh Station Road, Henrietta, New York, hereinafter described as ?Landlord? and Lucid, Inc. a Corpor |
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| June 27, 2011 |
Exhibit 10.28 DISTRIBUTOR AGREEMENT This Distributor Agreement (the ?Agreement?) dated February 8, 2008 is between Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And ConBio (China) Co., Ltd. having a principal place of business at 129 Da Tian Rd. building 1, Jia Fa Plaza, Suite 5G, Gang-Tai Plaza, Suite 2507, Shangha |
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| June 27, 2011 |
Exhibit 10.15 LIMITED GUARANTY GUARANTY, by NORTHEAST LCD CAPITAL, LLC, a Maine limited liability company (the ?Guarantor?), in favor of DANVERSBANK, a Massachusetts savings bank, having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (the ?Bank?). In consideration of the Bank?s giving, in its discretion, time, credit or banking facilities or accommodations to LUCID, INC., a N |
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| June 27, 2011 |
EX-10.13 8 a2203950zex-1013.htm EX-10.13 Exhibit 10.13 UNLIMITED GUARANTY GUARANTY, dated as of July 9, 2010, by JAY M. EASTMAN (the “Guarantor”), in favor of DANVERSBANK, a Massachusetts savings bank, having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (the “Bank”). In consideration of the Bank’s giving, in its discretion, time, credit or banking facilities or accommodatio |
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| June 27, 2011 |
Exhibit 10.17 LOCK-UP AND WAIVER AGREEMENT May 27, 2011 This Lock-Up and Waiver Agreement, dated as of May 27, 2011, is made by and between Lucid, Inc., a New York corporation with a principal address of 2320 Brighton Henrietta Town Line Road, Rochester, NY 14623 (the ?Company?), and the undersigned investor, in connection with the proposed Underwriting Agreement (the ?Underwriting Agreement?) to |
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| June 27, 2011 |
Exhibit 99.1 Martin C. Mihm Jr., M.D. Director Melanoma Program, Department of Dermatology Harvard Medical School May 20, 2011 Lucid, Inc. 2320 Brighton Henrietta Town Line Road Rochester, NY 14623 Re: Lucid, Inc. - Form S-1 Registration Statement Dear Lucid, Inc: With respect to the Form S-1 Registration Statement for Lucid, Inc., dated April 15, 2011, as amended by Pre-Effective Amendment No. 1, |
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| June 27, 2011 |
As filed with the Securities and Exchange Commission on June 27, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 27, 2011 Registration No. |
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| June 27, 2011 |
RESTATED CERTIFICATE OF INCORPORATION LUCID, INC. Under Section 807 of the Business Corporation Law Exhibit 3.4 RESTATED CERTIFICATE OF INCORPORATION OF LUCID, INC. Under Section 807 of the Business Corporation Law The undersigned, being the Chief Executive Officer of Lucid, Inc., in accordance with Section 807 of the Business Corporation Law, hereby certifies: A. The name of the corporation is Lucid, Inc. The name under which it was formed is Lucid Technologies, Inc. B. The date the certificate |
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| June 27, 2011 |
Exhibit 10.31 AMENDMENT NO. 1 TO AGREEMENT Amendment No. 1, dated as of June 16, 2011 (the ?Amendment?), by and between Lucid, Inc. (the ?Company?) and Northeast LCD Capital, LLC (the ?Guarantor?) to the Agreement dated as of July 9, 2010 (the ?Pledge Agreement?) by and between the Company and the Guarantor. Capitalized terms used herein and not otherwise defined herein shall have the meanings asc |
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| June 27, 2011 |
Exhibit 10.7 Lucid, Inc. PROMISSORY NOTE Rochester, New York March 24, 2011 For value received, LUCID, INC., a New York Corporation (the ?Company?), promises to pay to the Jay M. Eastman, 70 Van Voorhis Road, Pittsford, New York 14534 (the ?Holder?) the principal in the sum of forty thousand four hundred fifty seven and 00/100 ($40,457.00), in lawful money of the United States, upon the earlier to |
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| June 27, 2011 |
PLEDGE AND SECURITY AGREEMENT (Deposit Accounts/Certificates of Deposit) Exhibit 10.16 PLEDGE AND SECURITY AGREEMENT (Deposit Accounts/Certificates of Deposit) PLEDGE AND SECURITY AGREEMENT made by NORTHEAST LCD CAPITAL, LLC, a Maine limited liability company (the ?Pledgor?) in favor of DANVERSBANK (?Lender?). In consideration of the agreement of the Lender to extend credit in the form of a Line of Credit in the face amount of $5,000,000.00 evidenced by a Line of Credi |
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| June 27, 2011 |
June 27, 2011 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 FAX: (585) 419-8818 Via Electronic Transmission [email protected] Ms. Amanda Ravitz Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lucid, Inc. Registration Statement on Form S-1 Filed April 15, 2011 Registration No. 333-173555 Dear Ms |
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| April 15, 2011 |
NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 4.13 Execution Copy NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (this ?Agreement?) is dated as of November , 2010 between Lucid, Inc., a New York corporation, whose principal place of business is located at 2320 Brighton Henrietta T/L Road, Rochester, New York 14623 (the ?Company?), and the Purchaser(s) identified on the signature pages hereto (including th |
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| April 15, 2011 |
Exhibit 21.1 Subsidiaries of Lucid, Inc. 1. Lucid International Ltd. |
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| April 15, 2011 |
WARRANT TO PURCHASE CONVERTIBLE PREFERRED STOCK OF LUCID, INC. EXHIBIT 4.8 WARRANT TO PURCHASE CONVERTIBLE PREFERRED STOCK OF LUCID, INC. THIS WARRANT AND THE SHARES OF CONVERTIBLE PREFERRED STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF (i) RECEIPT BY LUCID, INC. (?COMPANY?) OF AN OPINION OF COUNSEL SATISFACT |
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| April 15, 2011 |
EXHIBIT 10.9 DISTRIBUTOR AGREEMENT This Distributor Agreement (the ?Agreement?) dated [*] is between Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And [*] (?Distributor?) For good and valuable consideration, the parties hereby agree: 1. Appointment A) Lucid appoints the Distributor and the Distributor accepts appoin |
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| April 15, 2011 |
LUCID, INC. 2010 LONG-TERM EQUITY INCENTIVE PLAN Exhibit 10.1 LUCID, INC. 2010 LONG-TERM EQUITY INCENTIVE PLAN ARTICLE 1 ? GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this 2010 Long-Term Equity Incentive Plan (the ?Plan?) is to promote the long-term financial success of Lucid, Inc. (the ?Company?), and its Subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to such succes |
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| April 15, 2011 |
Exhibit 10.8 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT made as of the day of 2011, by and between Lucid, Inc., a New York corporation (the ?Corporation?), and an Officer and/or Director of the Corporation (the ?Indemnitee?). W I T N E S S E T H: WHEREAS, the Corporation seeks to attract and retain the most capable persons available to serve as its directors and officers; and WHEREAS, suc |
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| April 15, 2011 |
Exhibit 10.12 LINE OF CREDIT NOTE Danvers, Massachusetts $5,000,000.00 July 9, 2010 FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one (?Maker?), hereby promises to pay to the order of DANVERSBANK, a Massachusetts savings bank having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (?Lender?), the lesser of (i) FIVE MILLION AND 00/100 ($5,000,000.00) DO |
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| April 15, 2011 |
EXHIBIT 10.6 SUPPLY AGREEMENT Dated: December 4, 2006 SUPPLY AGREEMENT This Supply Agreement is made this 4th day of December 2006, by and among Lucid, Inc., a New York corporation (herein called ?SUPPLIER?), with offices at 2320 Brighton Henrietta Town Line Road, Rochester, New York 14623 USA and Mavig Austria GmbH, an Austrian limited liability company (herein called ?COMPANY?), with offices at |
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| April 15, 2011 |
Exhibit 4.3 NUMBER PB-0 SHARES See Reverse for Certain Definitions Incorporated under the laws of the State of New York LUCID, INC. Series B Preferred Stock SPECIMEN This is to certify that is the owner of Fully Paid and Non-Assessable Shares of Series B Preferred Stock of LUCID, INC. transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney |
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| April 15, 2011 |
Exhibit 10.11 Main Office: One Conant Street, Danvers, MA 01923 978-777-2200 ? www.danversbank.com July 9, 2010 Jay M. Eastman, Chief Executive Officer William J. Shea, Executive Chairman Lucid, Inc. 2320 Brighton-Henrietta Town Line Road Rochester, NY 14623 Re: Revolving Line of Credit Limitations Gentlemen: Reference is made to that certain revolving line of credit facility (the ?Loan?) of even |
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| April 15, 2011 |
MODIFICATION AND EXTENSION AGREEMENT Exhibit 4.7 MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT (?Agreement?) is made as of the 10th day of April, 2007, by and between Lucid, Inc., a New York corporation (the ?Company?) and [*] (the ?Payee?). RECITALS A. The Company issued to the Payee its promissory note (the ?Note? as amended) dated August 29, 2002, in the principal amount of [*]. B. The Note is subj |
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| April 15, 2011 |
LUCID, INC. (WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE) WARRANT NO. [*] EXHIBIT 4.10 LUCID, INC. (WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE) WARRANT NO. [*] THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR |
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| April 15, 2011 |
Exhibit 4.1 NUMBER C-0 SHARES See Reverse for Certain Definitions Incorporated under the laws of the State of New York LUCID, INC. SPECIMEN This is to certify that is the owner of Fully Paid and Non-Assessable Shares of Common Stock of LUCID, INC. transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate pr |
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| April 15, 2011 |
Exhibit 3.2 N. Y. S. DEPARTMENT OF STATE DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231-0001 FILING RECEIPT ENTITY NAME: LUCID, INC. DOCUMENT TYPE: AMENDMENT (DOMESTIC BUSINESS) COUNTY: MONR STOCK FILED: 06/18/2010 DURATION:********* CASH#: 100618000533 FILM #: 100618000495 FILER: HARRIS BEACH PLLC 99 GARNSEY ROAD PITTSFORD, NY 14534 ADDRESS FOR PROCESS: REGISTERED AGENT: STOCK: 60000 |
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| April 15, 2011 |
Exhibit 4.2 NUMBER P-0 SHARES See Reverse for Certain Definitions Incorporated under the laws of the State of New York LUCID, INC. Preferred Stock SPECIMEN This is to certify that is the owner of Fully Paid and Non-Assessable Shares of Preferred Stock of LUCID, INC. transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of |
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| April 15, 2011 |
STATE OF NEW YORK DEPARTMENT OF STATE Exhibit 3.1 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 17, 2008. [SEAL] /s/ Paul LaPointe Paul LaPointe Special Deputy Secretary of S |
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| April 15, 2011 |
EXHIBIT 10.5 JOINT VENTURE AGREEMENT Entered into by and between LUCID Inc. a New York Corporation duly organized under the laws of the State of New York USA its registered office at 2320 Brighton Henrietta Town Line Road., Rochester, N.Y. 14623 USA (hereinafter referred to as ?LUCID?); and Christian Stoian residing at EnzenspergerstraBe 1, 81669 Munich, Gennany (hereinafter referred to as CS) On |
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| April 15, 2011 |
PAETEC COLOCATION LICENSE AGREEMENT Lucid, Inc. EXHIBIT 10.4 PAETEC COLOCATION LICENSE AGREEMENT For Lucid, Inc. This Colocation License Agreement (?License?) is made and entered into as of this 4 th day of September 2007 between PAETEC Communications, Inc. a Delaware corporation with its principal office located at One PAETEC Plaza, 600 WillowBrook Office Park, Fairport, NY 14450 (?PAETEC?) and Lucid, Inc., (?Licensee?) a New York corporation |
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| April 15, 2011 |
LUCID, INC. 2007 LONG-TERM INCENTIVE PLAN Exhibit 10.2 LUCID, INC. 2007 LONG-TERM INCENTIVE PLAN Section 1 General 1.1 Purpose. The 2007 Long-Term Incentive Plan (the ?Plan?) has been established by Lucid, Inc. (the ?Company?) (a) to attract and retain persons eligible to participate in the Plan; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities tha |
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| April 15, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.15 Execution Copy Warrant No. [ ] Date of Issuance: November [ ], 2010 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIES H |
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| April 15, 2011 |
EXHIBIT 4.11 WARRANT NO. [*] THE WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEM |
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| April 15, 2011 |
Exhibit 3.3 LUCID, INC. AMENDED AND RESTATED BYLAWS As Adopted by the Board of Directors on December 14, 2010 ARTICLE I MEETING OF SHAREHOLDERS SECTION 1. Annual Meeting. The Annual Meeting of the Shareholders of the Corporation shall be held on the second Tuesday of April in each year or, if such day is a legal holiday, on the next secular day, or such date and hour as may be fixed by the Board o |
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| April 15, 2011 |
LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Exhibit 4.16 Execution Copy Warrant No. 2011-25 Date of Issuance: November 15, 2010 LUCID, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIE |
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| April 15, 2011 |
As filed with the Securities and Exchange Commission on April 15, 2011 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 15, 2011 Registration No. |
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| April 15, 2011 |
LUCID, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE EXHIBIT 4.12 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATES. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH SALE OR TRANSFER IS EXEMPT UNDER APPLICABLE FEDER |
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| April 15, 2011 |
LINE OF CREDIT AND SECURITY AGREEMENT (Revolving) Exhibit 10.10 LINE OF CREDIT AND SECURITY AGREEMENT (Revolving) $5,000,000.00 July 9, 2010 1. PREAMBLE. Line of Credit and Security Agreement made by the undersigned, jointly and severally if more than one (the ?Borrower?), for the benefit of DANVERSBANK, a Massachusetts savings bank having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (?Bank?), with respect to a loan in the |
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| April 15, 2011 |
LUCID, INC. 8% CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER [ ], 2012 Exhibit 4.14 Execution Copy THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, |
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| April 15, 2011 |
EXHIBIT 4.17 [*] [*] Dear [*], On behalf of Lucid, Inc. (?Lucid? or the ?Company?), and with reference to our Letter Agreement dated January 7, 2011 (the ?Letter Agreement?), thank you for agreeing to exchange a portion of your outstanding notes for an equivalent amount of the Company?s securities issued in connection with an offering described in its Confidential Private Placement Memorandum (the |
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| April 15, 2011 |
EXHIBIT 4.9 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JUR |
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| April 15, 2011 |
Exhibit 4.18 STOCK OPTION AGREEMENT Lucid, Inc. (the ?Company?), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company?s common stock, to provide the Grantee with an added incentive as an employee of the Company or of one or more of its subsidiaries, hereby grants to Grantee, and the Grantee hereby accepts, an option to purchase the number of such s |
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| April 15, 2011 |
Exhibit 4.6 SECURITY AGREEMENT This SECURITY AGREEMENT (the ?Security Agreement?), dated as of August 29, 2002, is made by LUCID, INC., a New York corporation (the ?Debtor?), in favor of [*] a New York resident (the ?Secured Party?). W I T N E S S E T H: WHEREAS, this Security Agreement is being made by the Debtor concurrently with the execution of a Promissory Note (the ?Note?) by the Debtor for |
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| April 15, 2011 |
Exhibit 4.5 August 29, 2002 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned (?Debtor?) hereby promises to pay to [*] (?Payee?), the principal amount of $22,485.00 (the ?Principal?), without any interest on the unpaid balance. The Principal shall become due and payable when, as and if the Debtor collects any ?Contingent Consideration? royalty payments (the ?Royalty Payments?) pursuant to Sectio |
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| April 15, 2011 |
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of , 2001 by and among LUCID, INC., a New York corporation (?Company?), and each of the shareholders of Company executing this Agreement (the ?Shareholders?). WHEREAS, the Company and each of the Shareholders entered into that certain Subscription Agreement, dated , pursuant to which each of |
