The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 5,404,859 Shares owned directly by Steel Partners II is approximately $71,970,721, including brokerage commissions. The Shares owned directly by Steel Partners II were acquired with partnership funds.
The aggregate purchase price of the 57,642 Shares owned by EMH is approximately $184,280, including brokerage commissions. The Shares owned by EMH were acquired with the working capital of EMH.
Set forth on Schedule B annexed to Amendment No. 11 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the directors of Steel Holdings GP.
Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 12,178,565 Shares outstanding, which is the total number of Shares outstanding as of April 28, 2010 as reported in Amendment No. 1 to the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 29, 2010.
As of the close of business on April 29, 2010, Steel Partners II owned directly 5,404,859
Shares, constituting approximately 44.4% of the Shares outstanding. By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel Holdings, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
As of the close of business on April 29, 2010, EMH beneficially owned 57,642 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with EMH discussed in further detail in Item 2, Jack L. Howard may be deemed to beneficially own the Shares owned by EMH.
Messrs. Kassan, McNamara and Quicke do not currently own any Shares.
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the directors of Steel Holdings GP. Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
Item 5(c) is hereby amended to add the following:
(c) Schedule C annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 13 to the Schedule 13D. All of such transactions were effected in the open market.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: April 30, 2010
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STEEL PARTNERS II, L.P.
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By:
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Steel Partners II GP LLC
General Partner
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By:
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Jack L. Howard
President
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP LLC
General Partner
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By:
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Jack L. Howard
President
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STEEL PARTNERS LLC
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By:
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Jack L. Howard
President
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JACK L. HOWARD
as Attorney-In-Fact for Warren G. Lichtenstein
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/s/ John H. McNamara, Jr.
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JOHN H. MCNAMARA, JR.
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EMH HOWARD, LLC
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By:
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Jack L. Howard
Managing Member
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SCHEDULE C
Transactions in the Securities of the Issuer
Since the Filing of Amendment No. 13 to the Schedule 13D
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Class of
Security
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Securities
Purchased
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Price ($)
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Date of
Purchase
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STEEL PARTNERS II, L.P.
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Common Stock
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84,378
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4.8787
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04/27/10
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Common Stock
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77,474
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4.7293
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04/28/10
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Common Stock
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10,000
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4.6845
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04/29/10
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