The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth.
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 3,995,974 Shares owned by Steel Partners II is approximately $67,736,519, including brokerage commissions. The Shares owned 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.
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.
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 August 18, 2009 as reported in the Issuer’s quarterly report on Form 10-Q filed with
the Securities and Exchange Commission on August 19, 2009.
As of the close of business on September 16, 2009, Steel Partners II owned directly 3,995,974 Shares, constituting approximately 32.8% 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, Steel Partners GP and Warren G.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
As of the close of business on September 16, 2009, 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.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D. All of such transactions were effected in the open market.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 is hereby amended to add the following:
On September 15, 2009, Steel Partners II entered into a Purchase Trading Plan Agreement (the “Agreement”) with Mutual Securities, Inc., a registered broker-dealer, for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation,
Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. A copy of the Agreement is attached as an exhibit hereto and incorporated herein by reference.
Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibit:
99.1
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Purchase Trading Plan Agreement by and between Steel Partners II, L.P. and Mutual Securities, Inc., dated September 15, 2009.
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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.
Dated: September 17, 2009
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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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Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
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STEEL PARTNERS HOLDINGS 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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Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
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STEEL PARTNERS LLC
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By:
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Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Manager
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STEEL PARTNERS II GP LLC
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By:
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Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
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SANFORD ANTIGNAS
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 A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 7 to the Schedule 13D
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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EMH HOWARD, LLC
Common Stock
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50,000
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1.5129
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09/11/09
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STEEL PARTNERS II, L.P.
None
STEEL PARTNERS HOLDINGS L.P.
None
STEEL PARTNERS LLC
None
STEEL PARTNERS II GP LLC
None
WARREN G. LICHTENSTEIN
None
GLEN M. KASSAN
None
JOHN J. QUICKE
None
JOHN H. MCNAMARA, JR.
None
JACK L. HOWARD
None