Washington, D.C. 20549
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, par value $0.01 per share (the “Shares”), of ModusLink Global Solutions, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1601 Trapelo Road, Waltham, Massachusetts 02451.
Item 2. | Identity and Background. |
(a) This statement is filed by Handy & Harman Ltd., a Delaware corporation (“HNH”), BNS Holding, Inc., a Delaware corporation (“BNS��), Steel Partners, Ltd., a Delaware corporation (“SPL”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), and Warren G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Partners LLC is the manager of Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by SPHG Holdings. Warren G. Lichtenstein is the manager of Partners LLC. By virtue of these relationships, each of Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares beneficially owned by SPHG Holdings.
SPHG Holdings owns approximately 55% of the outstanding shares of Common Stock of HNH. Accordingly, for purposes of this statement, each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein could be deemed to beneficially own the Shares owned directly by HNH. Each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein disclaims beneficial ownership of the Shares owned directly by HNH.
SPHG Holdings owns approximately 85% of the outstanding shares of Common Stock of BNS. By virtue of SPHG Holdings’ ownership of BNS and the relationships discussed in further detail in this Item 2, each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by BNS.
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 directly by SPL.
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 (i) the executive officers and directors of HNH, (ii) the executive officers and directors of BNS, (iii) the executive officers and directors of SPL, (iv) Steel Partners Holdings GP Inc. (“Steel Holdings GP”), the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings, (v) the executive officers of Partners LLC and (vi) the executive officers and directors of Steel Holdings GP. 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 HNH is 1133 Westchester Avenue, Suite N222, White Plains, New York 10604. The principal business address of BNS is 49 Stanton Avenue, Riverside, Rhode Island 02915. The principal business address of the Reporting Persons other than HNH and BNS is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) HNH is a diversified industrial products and manufacturing company. BNS is a holding company with an oil services subsidiary. SPL is a holding company. Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. Steel Holdings may seek to obtain majority or primary control, board representation or other significant influence over the businesses in which it holds an interest. The principal business of SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Partners LLC is serving as the manager of Steel Holdings. The principal occupation of Warren G. Lichtenstein is serving as the manager of Partners LLC.
(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. Each of the entities who are Reporting Persons or listed on Schedule A are organized under the laws of the State of Delaware.
Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 3,757,260 Shares owned directly by HNH is approximately $13,379,603, including brokerage commissions. The Shares owned directly by HNH were acquired with the working capital of HNH.
The aggregate purchase price of the 540,015 Shares owned directly by BNS is approximately $2,027,540, including brokerage commissions. The Shares owned directly by BNS were acquired with the working capital of BNS.
The aggregate purchase price of the 60,000 Shares owned directly by SPL is approximately $411,192, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.
Set forth on Schedule B annexed hereto (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the executive officers and directors, who are not Reporting Persons, of the entities listed on Schedule A.
Item 4. | Purpose of Transaction. |
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ 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 or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale 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 herein. The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, communicating with shareholders, management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including seeking board representation), or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 43,815,576 Shares outstanding, which is the total number of Shares outstanding as of June 3, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on June 9, 2011.
As of the close of business on October 13, 2011, HNH owned directly 3,757,260 Shares, constituting approximately 8.6% of the Shares outstanding.
As of the close of business on October 13, 2011, BNS owned directly 540,015 Shares, constituting approximately 1.2% of the Shares outstanding. By virtue of their relationship with BNS discussed in further detail in Item 2, each of Steel Holdings, SPHG Holdings, SPHG, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by BNS.
As of the close of business on October 13, 2011, SPL owned directly 60,000 Shares, constituting less than 1% 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 directly by SPL.
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the executive officers and directors, who are not Reporting Persons, of the entities listed on Schedule A. Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
This statement reports an aggregate of 4,367,275 Shares, constituting approximately 9.9% of the Shares outstanding.
(b) HNH has sole power to vote and dispose of the Shares it owns directly.
Each of BNS, SPHG Holdings, SPHG, Steel Holdings, Partners LLC and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by BNS.
Each of SPL and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by SPL.
(c) Schedule C annexed hereto lists all transactions in the Shares of the Issuer during the past sixty days by the Reporting Persons. 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 Securities Exchange Act of 1934, as amended, 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.
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among Handy & Harman Ltd., BNS Holding, Inc., Steel Partners, Ltd., Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC, Steel Partners LLC and Warren G. Lichtenstein, dated October 14, 2011. |
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: October 14, 2011 | HANDY & HARMAN LTD. |
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| By: | /s/ James F. McCabe, Jr. |
| | James F. McCabe, Jr. Senior Vice President and Chief Financial Officer |
| BNS HOLDING, INC. |
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| By: | |
| | Terry Gibson President and Chief Executive Officer |
| STEEL PARTNERS, LTD. |
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| By: | |
| | Jack L. Howard President |
| SPH GROUP HOLDINGS LLC |
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| By: | Steel Partners Holdings GP Inc. Manager |
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| By: | |
| | Sanford Antignas Chief Operating Officer |
| SPH GROUP LLC |
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| By: | Steel Partners Holdings GP Inc. Managing Member |
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| By: | |
| | Sanford Antignas Chief Operating Officer |
| STEEL PARTNERS HOLDINGS L.P. |
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| By: | Steel Partners Holdings GP Inc. General Partner |
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| By: | |
| | Sanford Antignas Chief Operating Officer |
| STEEL PARTNERS LLC |
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| By: | |
| | Sanford Antignas Chief Operating Officer |
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| SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein |