The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock, $.01 par value per share (the “Shares”), of Ore Pharmaceutical Holdings Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is One Main Street, Suite 300, Cambridge, Massachusetts 02142.
| Item 2. | Identity and Background. |
(a) This statement is filed by Steel Partners, Ltd., a Delaware corporation (“SPL”), Warren G. Lichtenstein, EMH Howard, LLC, a New York limited liability company (“EMH”), Jack L. Howard and Kenneth Kong. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Warren G. Lichtenstein is the Chief Executive Officer and sole Director of SPL. By virtue of this relationship, Mr. Lichtenstein may be deemed to beneficially own the Shares owned by SPL.
Jack L. Howard is the President of SPL and the Managing Member of EMH. By virtue of this relationship, Mr. Howard may be deemed to beneficially own the Shares owned by EMH. Kenneth Kong is a Principal of an affiliate of SPL. Mr. Kong is a director of the Issuer and Mr. Howard is Chairman of the Board of Directors of the Issuer. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons or entities listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The principal business address of each of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) SPL is a holding company. The principal occupation of Warren G. Lichtenstein is serving as the Manager of Steel Partners LLC (“Partners LLC”), an affiliate of SPL. 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 is a family-owned holding company whose principal business is investing in securities. The principal occupation of Kenneth Kong is serving as a Principal of an affiliate of SPL.
(d) No Reporting Person nor any person or entity 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 or entity 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) Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America. SPL is organized under the laws of the State of Delaware. EMH is organized under the laws of the State of New York.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 3,568,000 Shares owned directly by SPL is approximately $1,240,920, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL. 3,125,000 of such Shares were purchased by SPL pursuant to that certain Stock Purchase Agreement defined and described in Item 4 below.
The aggregate purchase price of the 200,000 Shares owned directly by EMH is approximately $69,585, including brokerage commissions. The Shares owned directly by EMH were acquired with the working capital of EMH.
The Shares purchased by the Reporting Persons in the open market were purchased primarily through margin accounts maintained with prime brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and 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. |
On October 21, 2010, the Issuer and SPL entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) whereby the Issuer sold 3,125,000 Shares to SPL for $1,093,750. Pursuant to the Stock Purchase Agreement, two members of the Board of Directors of the Issuer (the “Board”) resigned from the Board and Jack L. Howard and Kenneth Kong were appointed to the Board to fill the resulting vacancies. Mr. Howard was appointed as Chairman of the Board. Additionally, two members of the Board, Stark Thompson and Anthony Gorry will remain directors through the conclusion of their current terms, the Issuer’s 2011 and 2012 annual meeting of stockholders, respectively.
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Additionally, SPL agreed to issue to Ore Pharmaceuticals Inc., a wholly owned subsidiary of the Issuer (“Ore”), a Secured Note in the aggregate principal amount of $4,187,500 (the “Secured Note”). The Secured Note accrues interest at a rate of 12% per annum and is due and payable on October 21, 2015. In connection with the Secured Note, SPL, the Issuer and Ore entered into a Security Agreement whereby SPL received a continuing security interest in and to certain assets of Ore in order to secure Ore’s obligations under the Secured Note. The Issuer and SPL also entered into a Stock Pledge Agreement whereby the Issuer pledged to SPL a security interest in all shares of common stock of Ore owned by the Issuer.
The Reporting Persons purchased the Shares based on their 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 respective positions 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.
Other than as disclosed herein 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.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 8,598,519 Shares outstanding, which is the total number of Shares outstanding as of July 30, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2010 plus the additional 3,125,000 Shares issued to SPL in connection with the Stock Purchase Agreement.
As of the close of business on October 29, 2010, SPL owned directly 3,568,000 Shares, constituting approximately 41.5% of the Shares outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by SPL.
As of the close of business on October 29, 2010, EMH beneficially owned directly 200,000 Shares, constituting approximately 2.3% 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 directly by EMH.
Mr. Kong does not currently own any Shares.
(b) Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by SPL. Jack L. Howard and EMH have the sole power to vote and dispose of the Shares reported in this Schedule 13D owned directly by EMH.
(c) On October 22, 2010, pursuant to the Stock Purchase Agreement, SPL purchased 3,125,000 Shares from the Issuer for an aggregate purchase price of $1,093,750. Schedule B annexed hereto lists all other transactions in the Shares by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market.
(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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
On October 21, 2010, SPL and the Issuer entered into a Stock Purchase Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
99.1 Stock Purchase Agreement by and among Ore Pharmaceutical Holdings Inc. and Steel Partners, Ltd., dated October 21, 2010.
99.2 Joint Filing Agreement by and among Steel Partners, Ltd., Warren G. Lichtenstein, EMH Howard, LLC, Jack L. Howard and Kenneth Kong, dated November 1, 2010.
99.3 Powers of Attorney.
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: November 1, 2010 | STEEL PARTNERS, LTD. |
| | |
| | By: | |
| | | Sanford Antignas Chief Operating Officer |
| | |
| | SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein |
| | EMH HOWARD, LLC |
| | |
| | By: | |
| | | Jack L. Howard Managing Member |
SCHEDULE A
Executive Officers of Steel Partners, Ltd.
| 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 Holdings L.P. 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 Holdings L.P. 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 Holdings L.P. 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 Holdings L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 |
SCHEDULE B
Transactions in the Shares During the Past Sixty Days
(other than as set forth in Item 5(c))
Class of Security | Securities Purchased | Price ($) | Date of Purchase |
STEEL PARTNERS, LTD.
| Common Stock | 125,000 | | 0.2550 | 10/27/10 |
| Common Stock | 68,000 | | 0.2550 | 10/28/10 |
