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
|
||
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
2,631,384
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,631,384
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,384
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
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
2,631,384
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,631,384
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,384
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
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
2,631,384
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,631,384
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,384
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
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
2,631,384
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,631,384
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,384
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
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
|
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
|
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
|
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
|
Item
2.
|
Identity and
Background.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Dated:
July 17, 2009
|
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
|
/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
|
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
|
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
|
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
|