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
19,481,110
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
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
19,481,110
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND 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
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
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,481,110
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
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
19,481,110
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
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
19,481,110
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1.
|
Security and
Issuer.
|
Item
2.
|
Identity and
Background.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
4.
|
Purpose of
Transaction.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
99.1
|
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners II
GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC and Warren
G. Lichtenstein, dated October 3, 2008.
|
|
99.2
|
2008
Powers of Attorney.
|
Dated:
October 3, 2008
|
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 II GP LLC
|
||
By:
|
/s/
Sanford Antignas
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
STEEL
PARTNERS II MASTER FUND 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
|
/s/
Sanford Antignas
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
Class
of
Security
|
Securities
Purchased /
(Sold)
|
Price
Per
Share
($)
|
Date
of
Purchase /
Sale
|
Common
Stock
|
200,000
|
3.6857
|
08/01/08
|
|
Common
Stock
|
(200,000)
|
3.6864
|
08/01/08
|
|
Common
Stock
|
400,000
|
3.6396
|
08/04/08
|
|
Common
Stock
|
(400,000)
|
3.6468
|
08/04/08
|
|
Common
Stock
|
350,000
|
3.7002
|
08/05/08
|
|
Common
Stock
|
(350,000)
|
3.7050
|
08/05/08
|
|
Common
Stock
|
457,463
|
3.8509
|
08/25/08
|
|
Common
Stock
|
240,341
|
3.8349
|
08/26/08
|
|
Common
Stock
|
1,357,198
|
3.9458
|
08/27/08
|
|
Common
Stock
|
171,200
|
4.1900
|
08/28/08
|
|
Common
Stock
|
141,644
|
4.1532
|
08/28/08
|
|
Common
Stock
|
360,100
|
4.0876
|
08/29/08
|
|
Common
Stock
|
34,400
|
4.1500
|
09/02/08
|
|
Common
Stock
|
84,300
|
4.1500
|
09/02/08
|
|
Common
Stock
|
336,064
|
4.1783
|
09/03/08
|
|
Common
Stock
|
500,000
|
4.1569
|
09/04/08
|
|
Common
Stock
|
320,000
|
4.1200
|
09/04/08
|
|
Common
Stock
|
425,000
|
4.0224
|
09/05/08
|
|
Common
Stock
|
501,689
|
4.0391
|
09/05/08
|
|
Common
Stock
|
443,700
|
4.0765
|
09/08/08
|
|
Common
Stock
|
385,497
|
4.0679
|
09/09/08
|
|
Common
Stock
|
75,400
|
3.7899
|
09/11/08
|
|
Common
Stock
|
83,119
|
3.8000
|
09/11/08
|
|
Common
Stock
|
100,000
|
3.8000
|
09/12/08
|
|
Common
Stock
|
709,691
|
3.8000
|
09/12/08
|
Common
Stock
|
45,800
|
3.0000
|
09/24/08
|
|
Common
Stock
|
297,100
|
3.0978
|
09/25/08
|
|
Common
Stock
|
520,000
|
3.1000
|
09/25/08
|
|
Common
Stock
|
300,000
|
3.0432
|
09/26/08
|
|
Common
Stock
|
250,000
|
2.8269
|
09/29/08
|
|
Common
Stock
|
100,000
|
2.5184
|
10/02/08
|