**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

**(AmendmentNo. 2)**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of**

**the SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended June 30, 2007**

 

**Commissionfile number 1-10875**

 

**LYRIS,INC.**

(exact name ofregistrant as specified in its charter)

 

| **DELAWARE**                             | ** ** | **01-0579490**                        |
|------------------------------------------|------------|---------------------------------------|
| (State of  incorporation)                |       | (I.R.S. Employer  Identification No.) |
|                                     |       |                                  |
| **103  Foulk Rd, Suite 205Q**       | ** ** | ** **                            |
| **Wilmington,  DE**                      | ** ** | **19803**                             |
| (Address of  principal executive office) |       | (Zip Code)                            |

 

Registrant’stelephone number, including area code:  **(302) 691-6189**

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

**CommonStock, Par Value $.01 Per Share**

(Title of class)

 

Indicate by check mark ifthe Registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes  o      No  x

 

Indicated by check markif the Registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes  o      No  x

 

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes  x      No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by checkmarkwhether the Registrant is a larger accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definition of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one)

 
| Large Accelerated  filer  o | Accelerated  filer  o | Non-accelerated  filer  o             | Smaller  reporting company  x |
|---------------------------------------|---------------------------------|-------------------------------------------------|-----------------------------------------|
|                                  |                            | (Do not check if  a  smaller reporting company) |                                    |

 

Indicated by check markwhether the Registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes  o      No  x

 

As of December 29, 2006,the aggregate market value of the shares of common stock held by non-affiliateswas approximately $39,377,801 (Determination of stock ownership bynon-affiliates was made solely for the purpose of responding to thisrequirement and the Registrant is not bound by this determination for any otherpurpose.)

 

There were 96,330,675shares of the Registrant’s common stock outstanding as of September 5,2007.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

None.

 

 

 

----

 

Lyris, Inc. (the “Company”),formerly known as J. L. Halsey Corporation, filed its Annual Report on Form 10-Kfor the fiscal year ended June 30, 2007 (the “Original Form 10-K”),with the Securities and Exchange Commission (the “SEC”) on September 26,2007, and subsequently filed Amendment No. 1 to the Original Form 10-Kon October 29, 2007 (“Amendment No. 1”).  Amendment No. 1 amended and restated inits entirety Part III of the Original Form 10-K, and amended Item 15of Part IV of the Original Form 10-K to include employment agreementsfor two individuals that had recently been named as executive officers of theCompany and to update the certifications required pursuant to Sections 302 and906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 2 is now being filed in order to (i) furtheramend Item 15 of Part IV of the Original Form 10-K to include theconsent of Burr, Pilger & Mayer, LLP, the Company’s independentregistered accounting firm (“BPM”), to the incorporation by reference of BPM’saudit report included in the Original Form 10-K into the RegistrationStatement of the Company on Form S-8 (File No. 333-126265) and (ii) againupdate the certifications required pursuant to Sections 302 and 906 of theSarbanes-Oxley Act of 2002.  Capitalizedterms used herein and not otherwise defined shall have the meaning assigned tosuch terms in the Original Form 10-K.

 

**PART IV**

 

**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

(a) Thefinancial statements filed as part of this Annual Report at Item 8 are listedin the Financial Statements and Supplementary Data on page 39 of theOriginal Form 10-K.  All otherconsolidated financial schedules are omitted because they are inapplicable, notrequired, or the information is included elsewhere in the consolidatedfinancial statements or the notes thereto.

 

(b) Thefollowing documents are filed or incorporated by reference as exhibits to thisReport:

 

**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2(a)(i)              |       | Stock Purchase  Agreement dated as of April 2, 1999, by and among NovaCare, Inc.,  NC Resources, Inc., Hanger Orthopedic Group, Inc. and HPO  Acquisition Corp. (incorporated by reference to Exhibit 2(a) to  NAHC, Inc.’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on July 1, 1999).                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2(a)(ii)             |       | Amendment  No. 1 to Stock Purchase Agreement made as of May 19, 1999, by and  among NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic  Group, Inc. and HPO Acquisition Corp. (incorporated by reference to the  Exhibit 2 (b) to NAHC, Inc.’s Current Report  on Form 8-K filed with the Securities and Exchange Commission on  July 1, 1999). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2(a)(iii)            |       | Amendment  No. 2 to Stock Purchase Agreement made as of June 30, 1999, by and  among NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic  Group, Inc. and HPO Acquisition Corp. (incorporated by reference to Exhibit 2 (c) to NAHC, Inc.’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  July 1, 1999).     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2(b)(i)              |       | Stock Purchase  Agreement dated as of June 1, 1999, by and among NovaCare, Inc., NC  Resources, Inc. and Chance Murphy, Inc. (incorporated by reference  to Exhibit 2(a) to NAHC, Inc.’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  June 1, 1999).                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2(b)(ii)             |       | Amendment  No. 1 to Stock Purchase Agreement made as of June 1, 1999, by and  among NovaCare, Inc., NC Resources, Inc. and Chance  Murphy, Inc. (incorporated by reference to Exhibit 2(b) to  NAHC, Inc.’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on June 1, 1999).                                        |

 

74

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(c)                 |       | Stockholder  Agreement dated as of September 8, 1999, among Plato  Holdings, Inc., New Plato Acquisition, Inc., NC  Resources, Inc. and NovaCare, Inc. (incorporated by reference to  Exhibit 2(a) to NAHC, Inc.’s Current Report on Form 8-K  filed with the Securities and Exchange Commission on October 14, 1999).                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(d)(i)              |       | Stock Purchase  Agreement dated as of October 1, 1999, by and among NovaCare, Inc.  NC Resources, Inc. and Select Medical Corporation (incorporated by  reference to Exhibit 2(b) to NAHC, Inc.’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  October 14, 1999).                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(d)(ii)             |       | First Amendment  dated November 19, 1999, to the Stock Purchase Agreement dated  October 1, 1999, among NovaCare, Inc., NC Resources, Inc. and  Select Medical Corporation (incorporated by reference to  Exhibit 2(a) to NAHC, Inc.’s Current Report on Form 8-K  filed with the Securities and Exchange Commission on December 6, 1999).                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(d)(iii)            |       | Opinion of  Warburg Dillon Read LLC dated as of October 1, 1999 (incorporated by  reference to Exhibit 99(a) to NAHC, Inc.’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  October 14, 1999).                                                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(e)                 |       | Stock Purchase  Agreement by and among Commodore Resources, Inc., Lyris  Technologies, Inc., John Buckman, Jan Hanford, The John Buckman and Jan  Hanford Trust and the Company, for certain limited purposes contained  therein, dated May 6, 2005 (incorporated by reference to Exhibit 2.1  to the Company’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on May 12, 2005).                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(f)                 |       | Agreement and  Plan of Merger by and among Commodore Resources (Nevada), Inc., Halsey  Acquisition Delaware, Inc, Uptilt Inc., David Sousa, in his capacity as  Representative, and the Company, dated October 3, 2005 (incorporated by  reference to the Company’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on October 14, 2005).                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(g)                 |       | Agreement and  Plan of Merger, dated as of August 16, 2006, by and among the Company,  Commodore Resources (Nevada), Inc., Halsey Acquisition  California, Inc., ClickTracks Analytics, Inc., the Shareholders  listed therein and John Marshall (as representative) (incorporated by  reference to Exhibit 2.1 to the Company’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  August 22, 2006).                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2(h)                 |       | Share Purchase  Agreement, dated August 18, 2006, by and among 1254412 Alberta ULC, an  unlimited liability company formed under the laws of the Province of Alberta,  the Company, Krista Lariviere, Chris Adams, 1706379 Ontario Inc., a  corporation formed under the laws of the Province of Ontario and 1706380  Ontario Inc., a corporation formed under the laws of the Province of Ontario  (incorporated by reference to Exhibit 2.2 to the Company’s Current  Report on Form 8-K filed with the Securities and Exchange Commission on  August 22, 2006). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(a)(i)              |       | Certificate of  Incorporation of the Company (incorporated by reference to Exhibit 3(a)(i) to  the Original Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(a)(ii)             |       | Certificate of  Amendment to Certificate of Incorporation of the Company (incorporated by  reference to Exhibit 3(a)(ii) to the Original Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

75

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                    |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                         |
| 3(a)(iii)            |       | Certificate of  Ownership and Merger, merging NAHC, Inc. with and into J. L. Halsey  Corporation (incorporated by reference to Exhibit 3(a)(iii) to the  Original Form 10-K).                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 3(b)                 |       | First Amended  and Restated Bylaws of the Company, as amended as of February 14, 2007  (incorporated by reference to Exhibit 3.2 to the Company’s Current  Report on Form 8-K filed with the Securities and Exchange Commission on  February 21, 2007).                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 4(a)(i)†        |       | J. L. Halsey  Corporation 2005 Equity-Based Compensation Plan (incorporated by reference to  Exhibit 10.1 to the Company’s current report on Form 8-K filed with  the Securities and Exchange Commission on May 12, 2005).                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 4(a)(ii)             |       | First Amendment  to the J. L. Halsey Corporation 2005 Equity-Based Compensation Plan  (incorporated by reference to Exhibit 4(a)(ii) to the Original  Form 10-K).                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(a)†          |       | Amended and  Restated Employment Agreement dated as of September 27, 2000, between  NAHC Inc. and David R. Burt (incorporated by reference to  Exhibit 10(k)(i) to NAHC, Inc.’s Annual Report on  Form 10-K for the year ended June 30, 2000).                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(b)†          |       | Convertible  Subordinated Note dated as of September 27, 2000, issued by NAHC Inc. to  David R. Burt (incorporated by reference to Exhibit 10(k)(ii) to  NAHC, Inc.’s Annual Report on Form 10-K for the year ended  June 30, 2000).                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(c)(i)†       |       | Indemnification  Agreement, dated May 4, 2000, by and between NAHC, Inc. and  David R. Burt (the “Burt Indemnification Agreement”) (incorporated by  reference to Exhibit 10(f)(i) to the Company’s Annual Report on  Form 10-K for the year ended June 30, 2002).                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(c)(ii)†      |       | Assignment and  Assumption Agreement, dated as of June 1, 2002, by and between  NAHC, Inc. and J. L. Halsey Corporation, assigning the obligations of  NAHC under the Burt Indemnification Agreement to Halsey (incorporated by  reference to Exhibit 10(f)(ii) to the Company’s Annual Report on  Form 10-K for the year ended June 30, 2002). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(d)†          |       | Form of  Indemnification Agreement entered into by and between the Company and each of  Charles E. Finelli, William T. Comfort, III, Andrew Richard  Blair and Nicolas DeSantis Cuadra (incorporated by reference to  Exhibit 10(g) to the Company’s Annual Report on Form 10-K for  the year ended June 30, 2002).                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(e)                |       | Stock Purchase  Agreement, dated as of December 13, 2002, by and between the Company and  The University of Chicago Law School (incorporated by reference to  Exhibit 10(h) to the Company’s Annual Report on Form 10-K for  the year ended June 30, 2004).                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(f)†          |       | Form of  Nonstatutory Stock Option Agreement under the J. L. Halsey Corporation 2005  Equity-Based Compensation Plan (incorporated by reference to  Exhibit 10.2 to the Company’s current report on Form 8-K filed with  the Securities and Exchange Commission on May 12, 2005).                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                               |
| 10(g)(i)             |       | Promissory Note  from Commodore Resources, Inc., a subsidiary of the Company, in favor of  The John Buckman and Jan Hanford Trust, dated May 12, 2005 (incorporated  by reference to Exhibit 10(j) to the Company’s Annual Report on  Form 10-K for the year ended June 30, 2005).                                                              |

 

76

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(g)(ii)            |       | Amended and  Restated Promissory Note dated March 31, 2007, by Commodore  Resources, Inc. in favor of The John Buckman and Jan Hanford Trust  (incorporated by reference to Exhibit 10.2 to the Company’s Current  Report on Form 8-K filed with the Securities and Exchange Commission on  April 5, 2007).                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(g)(iii)           |       | Subordination  Agreement dated March 31, 2007, by and between The John Buckman and Jan  Hanford Trust and Comerica Bank (incorporated by reference to  Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on April 5, 2007).                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(h)                |       | Guaranty, entered  into by the Company on May 12, 2005, guaranteeing payment by Commodore  Resources, Inc. to The John Buckman and Jan Hanford Trust of the amount  specified in the Promissory Note dated May 12, 2005 (incorporated by  reference to Exhibit 10(k) to the Company’s Annual Report on  Form 10-K for the year ended June 30, 2005).                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(i)†          |       | Employment  Agreement effective May 12, 2005, between Lyris and Luis A. Rivera  (incorporated by reference to Exhibit 10(l) to the Company’s Annual  Report on Form 10-K for the year ended June 30, 2005).                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(j)†          |       | Employment  Agreement effective May 12, 2005, between Lyris and Robb Wilson  (incorporated by reference to Exhibit 10(j) to the Original  Form 10-K).                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(k)†          |       | Employment  Agreement dated as of August 29, 2005, between Lyris and Joseph Lambert  (incorporated by reference to Exhibit 10(m) to the Company’s Annual  Report on Form 10-K for the year ended June 30, 2005).                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(l)†          |       | Employment  Agreement effective August 17, 2006, between the Company and Peter Biro  (incorporated by reference to Exhibit 10(l) to the Original  Form 10-K).                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(m)(i)             |       | Loan and  Security Agreement, dated October 4, 2005, by and among Comerica Bank,  Commodore Resources (Nevada), Inc., Lyris Technologies, Inc. and  Uptilt, Inc. (incorporated by reference to Exhibit 10.1 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2005).                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(m)(ii)            |       | First Amendment  to Loan and Security Agreement, effective as of April 25, 2006, by and  among Comerica Bank and Commodore Resources (Nevada), Inc., Lyris  Technologies, Inc. and Uptilt Inc. (incorporated by reference to  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended March 31, 2006).                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(m)(iii)           |       | Second Amendment  to Loan and Security Agreement, effective as of August 18, 2006, by and  among Comerica Bank and Commodore Resources (Nevada), Inc., Lyris  Technologies, Inc. and Uptilt Inc. (incorporated by reference to  Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended September 30, 2006).                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10(m)(iv)            |       | Third Amendment  to Loan and Security Agreement, effective as of November 30, 2006, by  and among Comerica Bank, Commodore Resources (Nevada), Inc., Lyris  Technologies, Uptilt Inc., MCC Nevada, Inc. and ClickTracks  Analytics, Inc. (incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed with the Securities and  Exchange Commission on December 6, 2006). |

 

77

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(m)(v)             |       | Fourth Amendment  to Loan and Security Agreement, effective as of January 30, 2007, by and  among Comerica Bank and Commodore Resources (Nevada), Inc., Lyris  Technologies, Inc., Uptilt, Inc., MCC Nevada, Inc. and  ClickTracks Analytics, Inc. (incorporated by reference to  Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on March 5, 2007).                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(m)(vi)            |       | Fifth Amendment  to Loan and Security Agreement, effective as of March 31, 2007, by and  among Comerica Bank and Commodore Resources (Nevada), Inc., Lyris  Technologies, Inc., Uptilt, Inc., MCC Nevada, Inc.,  ClickTracks Analytics, Inc., Admiral Management Company and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed with the Securities and Exchange Commission on  April 5, 2007). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(n)                |       | Unconditional  Guaranty, dated October 4, 2005, executed by the Company in favor of  Comerica Bank (incorporated by reference to Exhibit 10.2 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2005).                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(o)†          |       | Restricted Stock  Award Agreement, dated October 11, 2005, by and between the Company and  Nicolas DeSantis Cuadra (incorporated by reference to Exhibit 10.1 to  the Company’s Current Report on Form 8-K filed with the Securities and  Exchange Commission on October 14, 2005).                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(p)                |       | Promissory Note,  dated August 16, 2006, in the amount of $10,000,000 from the Company to  LDN Stuyvie Partnership (incorporated by reference to Exhibit 2.3 to the  Company’s Current Report on Form 8-K filed with the Securities and  Exchange Commission on August 22, 2006).                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(q)(i)             |       | Backstop  Agreement, dated August 16, 2006, by and between the Company and LDN  Stuyvie Partnership (incorporated by reference to Exhibit 2.4 to the  Company’s Current Report on Form 8-K filed with the Securities and  Exchange Commission on August 22, 2006).                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(q)(ii)            |       | First Amendment  to Backstop Agreement, dated as of December 5, 2006, by and between the  Company and LDN Stuyvie Partnership (incorporated by reference to  Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on December 6, 2006).                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(r)†          |       | Agreement and  Mutual Release, dated March 8, 2007, by and among the Company, LDN  Stuyvie Partnership, Texas Addison Limited Partnership, David R. Burt and  Andrew Richard Blair (incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed with the Securities and  Exchange Commission on March 12, 2007).                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(s)                |       | Agreement and  Waiver, entered into as of June 8, 2007, by and among the Company,  Commodore Resources (Nevada), Inc., Lyris Technologies, Inc.,  ClickTracks Analytics, Inc., John Marshall and Lisa Deverse  (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed with the Securities and Exchange Commission on  June 14, 2007).                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(t)†          |       | Employment  Agreement effective May 12, 2005, between Lyris Technologies, Inc.  and Jason Han (incorporated by reference to Exhibit 10(t) to  Amendment No. 1).                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(u)†          |       | Employment  Letter dated May 11, 2007, between Lyris Technologies, Inc. and  Sean Ryan (incorporated by reference to Exhibit 10(u) to Amendment  No. 1).                                                                                                                                                                                                                                                                                                                         |

 

78

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                       |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                  |
| 14                   |       | Code of Business  Conduct and Ethics, adopted by the Company on September 25, 2003  (incorporated by reference to Exhibit 14 to the Company’s Annual Report  on Form 10-K for the year ended June 30, 2003). |
|                 |       |                                                                                                                                                                                                                                  |
| 21                   |       | Subsidiaries of  the Company (incorporated by reference to Exhibit 21 to the Original  Form 10-K).                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                  |
| 23.1*                |       | Consent of Burr,  Pilger & Mayer, LLC, Independent Registered Public Accounting Firm.                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                  |
| 31.1*                |       | Certification of  Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                  |
| 31.2*                |       | Certification of  Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                  |
| 32.1*                |       | Section 1350  Certification                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                  |

 

----

| *      |   | Filed herewith                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| † |   | Indicates  management contracts or compensatory plans, contracts or arrangements in which  any director or named executive officer participates.                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                       |
|   |   | Copies of the  exhibits filed with this Annual Report on Form 10-K or incorporated by  reference herein do not accompany copies hereof for distribution to our  stockholders. We will furnish a copy of any of such exhibits to any  stockholder requesting the same. |

 

79

----

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|                           |                                             |                                   |
|--------------------------------|--------------------------------------------------|----------------------------------------|
| Dated:  February 29, 2008 | LYRIS, INC. (formerly  J. L. Halsey Corporation) |
|                           |                                             |                                   |
|                           | By:                                              | /s/ Luis Rivera                        |
|                           |                                             | LUIS RIVERA                            |
|                           |                                             | Chief Executive Officer  and President |
|                                |                                                  |                                        |  |

 

80

----