UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 9)1
CoSine Communications,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.0001
(Title of
Class of Securities)
221222607
(CUSIP
Number)
Warren G.
Lichtenstein
Steel
Partners Holdings L.P.
590
Madison Avenue, 32nd Floor
New York,
New York 10022
(212)
520-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 31,
2009
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
1,898,337
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,898,337
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,337
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS HOLDINGS L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC,
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,529,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,529,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,529,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,529,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,529,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,529,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
4,529,721
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,529,721
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,721
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
JACK
L. HOWARD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
PF,
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
255,425
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
255,425
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,425
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
7
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
EMH
HOWARD, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
YORK
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
500
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
500
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
8
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
J
HOWARD, INC.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
YORK
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
170,300
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
170,300
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,300
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
9
CUSIP
NO. 221222607
|
1
|
NAME
OF REPORTING PERSON
TERRY
R. GIBSON
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
100,000
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
100,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
10
CUSIP
NO. 221222607
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
2.
|
Identity and
Background.
|
Item 2 is
hereby amended and restated to read as follows:
(a) This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners Holdings L.P., a Delaware limited
partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability
company (“Partners LLC”), Steel Partners II GP LLC, a Delaware limited liability
company (“Steel Partners GP”), Warren G. Lichtenstein, Jack L. Howard, Terry R.
Gibson, EMH Howard, LLC, a New York limited liability company (“EMH”), and J
Howard, Inc., a New York corporation (“J Howard”). Each of the
foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
Steel
Holdings is the sole limited partner of Steel Partners II. Partners
LLC is the manager of Steel Partners II and Steel Holdings. Steel
Partners GP is the general partner of Steel Partners II and Steel
Holdings. Warren G. Lichtenstein is the manager of Partners LLC and
the managing member of Steel Partners GP. Jack L. Howard is the
President of Partners LLC. Mr. Howard controls J Howard and
EMH. Mr. Howard is also a director of the Issuer. Terry R.
Gibson is a Managing Director of SP Corporate Services LLC, a management company
affiliated with Steel Holdings. Mr. Gibson is also an executive
officer and a director of the Issuer. By virtue of these
relationships, (i) each of Steel Holdings, Partners LLC, Steel Partners GP and
Mr. Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II and (ii) each of Partners LLC, Steel Partners GP and Mr.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Holdings. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
Set forth
on Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of (i) the executive
officers of Partners LLC, (ii) the executive officers of Steel Partners GP, and
(iii) the individuals anticipated to serve as directors of the future successor
general partner of Steel Holdings who are currently serving the function of
directors of Steel Holdings.
(b) The
principal business address of each of Steel Partners II, Steel Holdings,
Partners LLC, Steel Partners GP, Warren G. Lichtenstein, Jack L. Howard, EMH and
J Howard is 590 Madison Avenue, 32nd Floor, New York, New York
10022. The principal business address of Terry R. Gibson is 61 East
Main Street, Suite B, Los Gatos, California 95031.
(c) Steel
Holdings is a global diversified holding company that engages or has interests
in a variety of operating businesses through its subsidiary
companies. It may seek to obtain majority or primary control, board
representation or other significant influence over the portfolio companies in
which it holds an interest. The principal business of Steel Partners
II is holding securities for the account of Steel Holdings. The
principal business of Partners LLC is serving as the manager of Steel Holdings
and Steel Partners II. The principal business of Steel Partners GP is
serving as the general partner of Steel Holdings and Steel Partners
II. The principal occupation of Warren G. Lichtenstein is serving as
the manager of Partners LLC and as the managing member of Steel Partners
GP. The principal occupation of Jack L. Howard is serving as the
President of Partners LLC and serving as a principal of Mutual Securities, Inc.,
a registered broker dealer. EMH and J Howard are family-owned holding
companies whose principal business is investing in securities. Jack L. Howard is
the sole officer and director of each of EMH and J Howard. The
principal occupation of Terry R. Gibson is serving as a Managing Director of SP
Corporate Services LLC, a management company affiliated with Steel
Holdings.
11
CUSIP
NO. 221222607
(d) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Warren
G. Lichtenstein, Jack L. Howard, Terry R. Gibson and the persons listed on
Schedule A are citizens of the United States of America.
|
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 1,898,337 Shares owned directly by Steel
Partners II is approximately $3,122,764, including brokerage
commissions. The Shares owned directly by Steel Partners II were
acquired with partnership funds. The aggregate purchase price of the
2,631,384 Shares owned directly by Steel Holdings is approximately $4,211,084,
including brokerage commissions. The Shares owned directly by Steel
Holdings were acquired with partnership funds.
The
aggregate purchase price of the 76,625 Shares owned directly by Jack L. Howard
is $193,861, including brokerage commissions. The Shares owned
directly by Mr. Howard were acquired with personal funds. In
addition, Mr. Howard currently beneficially owns 8,000 Shares underlying options
that are exercisable within 60 days of the date hereof. The options
owned by Mr. Howard were awarded to him in his capacity as a director of the
Issuer.
The
aggregate purchase price of the 500 Shares owned directly by EMH is $998,
including brokerage commissions. The Shares owned directly by EMH
were acquired with working capital.
The
aggregate purchase price of the 170,300 Shares owned directly by J Howard is
$392,358, including brokerage commissions. The Shares owned directly by J Howard
were acquired with working capital.
Mr.
Gibson currently beneficially owns 100,000 Shares underlying options that are
exercisable within 60 days of the date hereof. The options owned by
Mr. Gibson were issued to him in his capacity as an executive officer of the
Issuer.
Steel
Partners II and Steel Holdings effect purchases of securities primarily through
margin accounts maintained for them with prime brokers, which may extend margin
credit to them 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.
12
CUSIP
NO. 221222607
Item
5. Interest in Securities of
the Issuer.
Item 5 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 10,090,635 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuer’s definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on June 17,
2009.
As of the
close of business on August 3, 2009, Steel Partners II owned directly 1,898,337
Shares, constituting approximately 18.8% 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 directly by Steel Partners II.
As of the
close of business on August 3, 2009, Steel Holdings owned directly
2,631,384 Shares,
which, together with the Shares owned directly by Steel Partners II that Steel
Holdings may also be deemed to beneficially own, constitute approximately 44.9%
of the Shares outstanding. By virtue of their relationships with
Steel Holdings discussed in further detail in Item 2, each of Partners LLC,
Steel Partners GP and Warren G. Lichtenstein may be deemed to beneficially own
the Shares owned directly by Steel Holdings, which, together with the Shares
owned directly by Steel Partners II that they may also be deemed to beneficially
own, constitute approximately 44.9% of the Shares outstanding.
As of the
close of business on August 3, 2009, Jack L. Howard beneficially owned an
aggregate of 255,425 Shares consisting of (i) 76,625 Shares owned directly by
Mr. Howard, (ii) 8,000 Shares underlying options that are exercisable within 60
days of the date hereof owned directly by Mr. Howard, (iii) 500 Shares owned by
EMH, and (iv) 170,300 Shares owned by J Howard, constituting in the aggregate
approximately 2.5% of the outstanding Shares.
As of the
close of business on August 3, 2009, Terry R. Gibson beneficially owned 100,000
Shares underlying options that are exercisable within 60 days of the date
hereof, constituting less than 1% of the Shares outstanding.
Each of
the Reporting Persons, as members of a “group” 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.
(b) Each
of the Reporting Persons (other than EMH, J Howard and Messrs. Howard and
Gibson) may be deemed to have shared power to vote and dispose of the Shares
reported in this Schedule 13D owned directly by Steel Partners
II. Each of the Reporting Persons (other than Steel Partners II, EMH,
J Howard and Messrs. Howard and Gibson) may be deemed to have the shared power
to vote and dispose of the Shares reported in this Schedule 13D owned directly
by Steel Holdings. Jack L. Howard, EMH and J Howard have the sole
power to vote and dispose of the Shares reported in this Schedule 13D owned
directly by Mr. Howard, EMH and J Howard. Terry R. Gibson has the
sole power to vote and dispose of the Shares reported in this Schedule 13D owned
directly by Mr. Gibson.
(c) On
July 31, 2009, Steel Partners II purchased 1,898,337 Shares at a price of $1.64
per Share in a private transaction.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
(e) Not
applicable.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of the Exchange Act, the beneficial owners
of any securities covered by this Schedule 13D.
13
CUSIP
NO. 221222607
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:
August 4, 2009
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
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:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
14
CUSIP
NO. 221222607
|
/s/
Jack L. Howard
|
|
|
JACK
L. HOWARD
|
|
/s/
Terry R. Gibson
|
|
|
TERRY
R. GIBSON
|
|
EMH
HOWARD, LLC
|
||
|
By:
|
/s/
Jack L. Howard
|
|
|
Jack
L. Howard
Managing
Member
|
||
|
J
HOWARD, INC.
|
||
|
By:
|
/s/
Jack L. Howard
|
|
|
Jack
L. Howard
President
|
||
15
CUSIP
NO. 221222607
SCHEDULE
A
Executive Officers of Steel Partners
LLC
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
|
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer
of Steel Partners LLC, a global management firm |
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Jack
L. Howard,
President |
President
of Steel Partners LLC,
a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer |
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas,
Managing Director, Chief Operating Officer and Secretary |
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Michael
Falk,
Vice
President,
Chief Financial Officer, Treasurer and Assistant Secretary |
Vice
President, Chief Financial Officer,
Treasurer
and Assistant Secretary
of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
Executive Officers of Steel Partners
II GP LLC
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
|
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global
management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Jack
L. Howard,
President
|
President
of Steel Partners LLC,
a
global management firm, and
a
principal of Mutual Securities, Inc.,
a
registered broker dealer
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas,
Managing
Director,
Chief
Operating Officer and Secretary
|
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
16
CUSIP
NO. 221222607
Individuals Serving the
Function of Directors of Steel Partners Holdings L.P.
|
Name
|
Present Principal Occupation
|
Business Address
|
||
|
Anthony
Bergamo
|
Vice
Chairman of MB Real Estate,
a
property management company
|
c/o
MB Real Estate
335
Madison Avenue, 14th
Floor
New
York, NY 10017
|
||
|
John
P. McNiff
|
Partner
of Mera Capital Management LP,
a
private investment partnership
|
c/o
Mera Capital Management LP
161
Washington Street, Suite 1560
Conshohocken,
PA 19428
|
||
|
Joseph
L. Mullen
|
Managing
Partner of Li Moran International, Inc., a
management consulting company
|
c/o
Li Moran International
611
Broadway, Suite 722
New
York, NY 10012
|
||
|
General
Richard I. Neal
|
President
of Audio MPEG, Inc.,
a
licensor of intellectual property
|
c/o
Audio MPEG, Inc.
66
Canal Center Plaza, Suite 750
Alexandria,
VA 22314
|
||
|
Allan
R. Tessler
|
Chairman
and Chief Executive Officer
of
International Financial Group, Inc.,
an
international merchant banking firm
|
c/o
International Financial Group, Inc.
2500
North Moose Wilson Road
Wilson,
WY 83014
|
||
|
Warren
G. Lichtenstein
|
Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas
|
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
17