The
following constitutes Amendment No. 10 to the Schedule 13D filed by the
undersigned (“Amendment No. 10”). This Amendment No. 10 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 4,707,388 Shares owned by Steel Partners II is
approximately $68,805,566, 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, 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.
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 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 15, 2009, Steel Partners II owned directly
4,707,388 Shares, constituting approximately 38.7% 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 15, 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
since the filing of Amendment No. 9 to the Schedule 13D. 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
December 11, 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 beginning on December 31, 2009 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 hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
7.
|
Material to be Filed
as Exhibits.
|
Item 7 is
hereby amended to add the following exhibit:
|
99.1
|
Purchase
Trading Plan Agreement by and between Steel Partners II, L.P. and Mutual
Securities, Inc., dated December 11,
2009.
|
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
16, 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 Since the Filing of Amendment No. 9 to the Schedule
13D
Class
of
Security
|
Securities
Purchased
|
Price ($)
|
Date
of
Purchase
|
Common
Stock
|
76,993
|
|
1.6898
|
12/03/09
|
Common
Stock
|
14,300
|
|
1.6667
|
12/03/09
|
Common
Stock
|
5,900
|
|
1.8000
|
12/04/09
|
STEEL PARTNERS HOLDINGS
L.P.
None
STEEL PARTNERS
LLC
None
STEEL PARTNERS II GP
LLC
None
WARREN G.
LICHTENSTEIN
None
GLEN M.
KASSAN
None
EMH HOWARD,
LLC
None
JOHN J.
QUICKE
None
JOHN H. MCNAMARA,
JR.
None
None