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Vuzix Corporation
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(Name of Issuer)
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Common Stock, par value $.001 per share
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(Title of Class of Securities)
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92921W102
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(CUSIP Number)
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Lampe, Conway & Co., LLC
680 Fifth Avenue – 12th Floor
New York, New York 10019-5429
Tel: (212) 581-8989
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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June 29, 2012
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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92921W102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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LC Capital Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC and/or AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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46,191,220
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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46,191,220
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,191,220
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.83%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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92921W102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Lampe, Conway & Co., LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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46,191,220
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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46,191,220
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,191,220
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.83%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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CUSIP No.
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92921W102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steven G. Lampe
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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46,191,220
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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46,191,220
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,191,220
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.83%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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92921W102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Richard F. Conway
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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46,191,220
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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46,191,220
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,191,220
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.83%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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92921W102
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Item 1.
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Security and Issuer.
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This Amended Schedule 13D relates to the shares of Common Stock, par value $.001 per share (the "Common Stock") of Vuzix Corporation, a Delaware corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive offices of the Issuer are located at 75 Town Centre Drive, Rochester, New York 14623.
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Item 2.
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Identity and Background.
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(a)
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This Amended Schedule 13D is being filed by Lampe, Conway & Co., LLC ("LC&C"), the investment manager of LC Capital Master Fund, Ltd. (the "Master Fund"), the Master Fund, Steven G. Lampe ("Lampe"), a managing member of LC&C, and Richard F. Conway ("Conway"), a managing member of LC&C (LC&C, the Master Fund, Lampe and Conway, collectively the "Reporting Persons").
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(b)
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The principal business address for each of LC&C, Lampe and Conway is:
680 Fifth Avenue – 12th Floor
New York, New York 10019-5429
The principal business address for the Master Fund is:
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
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(c)
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The principal business of the Master Fund is investing in securities. The principal business of LC&C is providing investment advice. The principal occupation of Lampe and Conway is investment management. Information with respect to the executive officers and directors of the Master Fund is attached as Annex A to this Schedule 13D.
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LC&C acts as investment manager to the Master Fund pursuant to certain investment management agreements. Because LC&C shares voting and dispositive power over the shares of Common Stock by virtue of the aforementioned investment agreements, LC&C may be deemed to have a beneficial interest in the shares of Common Stock. LC&C disclaims beneficial ownership of the shares of Common Stock except to the extent of its pecuniary interest, if any, therein.
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Lampe and Conway act as the sole managing members of LC&C and, as a result, each of Lampe and Conway may be deemed to control such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the shares of Common Stock by virtue of LC&C's indirect control of the Master Fund and LC&C's power to vote and/or dispose of the shares of Common Stock. Each of Lampe and Conway disclaims beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein.
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(d), (e)
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None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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(f)
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The citizenship of each Reporting Person is as follows:
The Master Fund: Cayman Islands corporation;
LC&C: Delaware limited liability company;
Lampe: United States citizen; and
Conway: United States citizen.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a), (b)
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As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 46,191,220 shares of Common Stock, representing 14.83% of the Common Stock outstanding and deemed to be outstanding based upon 265,259,348 shares outstanding as of the date of this filing.
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The Master Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 46,191,220 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 46,191,220 shares of Common Stock.
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The Master Fund specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.
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As of the date hereof, LC&C may be deemed to be the beneficial owner of 46,191,220 shares of Common Stock, representing 14.83% of the Common Stock outstanding and deemed to be outstanding based upon 265,259,348 shares outstanding as of the date of this filing.
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LC&C has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 46,191,220 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 46,191,220 shares of Common Stock.
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LC&C specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
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As of the date hereof, Lampe may be deemed to be the beneficial owner of 46,191,220 shares of Common Stock, representing 14.83% of the Common Stock outstanding and deemed to be based upon 265,259,348 shares outstanding as of the date of this filing.
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Lampe has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 46,191,220 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 46,191,220 shares of Common Stock.
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Lampe specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, if any.
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As of the date hereof, Conway may be deemed to be the beneficial owner of 46,191,220 shares of Common Stock, representing 14.83% of the Common Stock outstanding and deemed to be outstanding based upon 265,259,348 shares outstanding as of the date of this filing.
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Conway has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 46,191,220 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 46,191,220 shares of Common Stock.
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Conway specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, if any.
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(c)
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For information regarding any transactions in the Common Stock effected by the Reporting Persons during the past 60 days, please see Annex B attached hereto. All such transactions were open-market transactions.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Shares reported in this Schedule 13D.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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To Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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1.
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Joint Filing Agreement, by and among the Reporting Persons, dated December 31, 2010 *
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2.
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Convertible Loan and Security Agreement, dated December 23, 2010 *
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3.
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Warrant to Purchase Stock, dated December 23, 2010 *
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4.
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First Amendment to the Convertible Loan and Security Agreement, dated December 8, 2011 **
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5.
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Second Amendment to the Convertible Loan and Security Agreement, dated January 23, 2012 ***
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6.
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Waiver of the Certain Provision of the Convertible Loan and Security Agreement, dated July 28, 2011.*
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7.
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Amended and Restated Convertible Loan and Security Agreement, dated as of June 15, 2012, by and between the Issuer and the Master Fund.****
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8.
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Convertible Promissory Note, dated as of June 15, 2012, in the principal amount of $619,122 issued by the Issuer in favor of the Master Fund.*****
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*
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Previously Filed.
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* *
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Incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed on December 19, 2011.
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* * *
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Incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed on January 23, 2012.
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* * * *
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Incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed on July 3, 2012.
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* * * * *
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Incorporated by reference to Exhibit 10.2 of the Issuer’s Form 8-K filed on July 3, 2012.
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LC CAPITAL MASTER FUND, LTD.
By: /s/ Richard F. Conway
Name: Richard F. Conway
Title: Director
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LAMPE, CONWAY & CO., LLC*
By: /s/ Richard F. Conway
Name: Richard F. Conway
Title: Managing Member
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By: /s/ Steven G. Lampe*
Name: Steven G. Lampe
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By: /s/ Richard F. Conway*
Name: Richard F. Conway
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Name and Business Address
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Title with each Entity
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Richard F. Conway
c/o Lampe, Conway & Co., LLC
680 Fifth Avenue – 12th Floor
New York, New York 10019-5429
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Director
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Don Seymour
dms Management Limited
Cayman Financial Centre
2nd Floor
Dr. Roy's Drive
George Town, Grand Cayman
Cayman Islands
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Director
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Peter Young
Rothstein Kass & Co.
27 Hospital Road
George Town, Grand Cayman
Cayman Islands
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Director
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Date of Transaction
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Description
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No. of Common Shares
Purchased/(Sold)
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Price per Share
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