The
following constitutes Amendment No. 9 to the Schedule 13D filed by the
undersigned (“Amendment No. 9”). This Amendment No. 9 amends the
Schedule 13D as specifically set forth.
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item 3 is
hereby amended and restated to read as follows:
The
aggregate purchase price of the 4,610,195 Shares owned by Steel Partners II is
approximately $68,639,066, 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
4.
|
Purpose of
Transaction
.
|
Item 4 is
hereby amended and restated to read as follows:
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable. At the present time,
Steel Partners II intends to purchase additional securities of the Issuer but
reserves the right not to effect any such purchases.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. Steel Partners II intends to
review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. Depending on
various factors including, without limitation, the Issuer’s financial position
and investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, Steel Partners
II may in the future take such actions with respect to its investment in the
Issuer as it deems appropriate including, without limitation, purchasing
additional Shares, selling some or all of its Shares, engaging in short selling
of or any hedging or similar transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item
4.
Item
5.
|
Interest in Securities
of the Issuer
.
|
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 November 14, 2009 as reported in the Issuer’s quarterly report
on Form 10-Q filed with the Securities and Exchange Commission on November 16,
2009.
As of the
close of business on December 2, 2009, Steel Partners II owned directly
4,610,195 Shares, constituting approximately 37.9% 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 December 2, 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.
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 during the past sixty days. All of such transactions were
effected in the open market.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Item 6 is
hereby amended to add the following:
On
November 30, 2009, Steel Partners II terminated that certain Purchase Trading
Plan Agreement (the “Agreement”), dated September 15, 2009, by and between Steel
Partners II and Mutual Securities, Inc., a registered
broker-dealer. The Agreement was previously put in place by Steel
Partners II in order to establish 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.
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:
December 3, 2009
|
STEEL
PARTNERS II, L.P.
|
|
|
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
STEEL
PARTNERS HOLDINGS L.P.
|
|
|
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
STEEL
PARTNERS LLC
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
|
STEEL
PARTNERS II GP LLC
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
/s/
John H. McNamara, Jr.
|
|
JOHN
H. MCNAMARA, JR.
|
|
EMH
HOWARD, LLC
|
|
|
|
By:
|
|
|
|
Jack
L. Howard
Managing
Member
|
Transactions in the
Securities of the Issuer During the Past Sixty Days
Class
of
Security
|
Securities
Purchased
|
Price ($)
|
Date
of
Purchase
|
Common
Stock
|
266,088
|
|
1.4812
|
12/02/09
|
Common
Stock
|
341,633
|
|
1.4249
|
12/02/09
|
Common
Stock
|
6,500
|
|
1.4100
|
12/02/09
|
STEEL PARTNERS II,
L.P.
STEEL PARTNERS HOLDINGS
L.P.