| 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 563,838 Shares owned directly by HNH is approximately $1,941,073, including brokerage commissions. The Shares owned directly by HNH were acquired with the working capital of HNH.
The 5,940,170 Shares owned directly by WHX CS were transferred to WHX CS by its parent HNH.
The aggregate purchase price of the 540,015 Shares owned directly by SPHG Holdings is approximately $1,574,144, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with the working capital of SPHG Holdings.
The aggregate purchase price of the 7,500,000 Shares and Warrants to purchase 2,000,000 Shares owned directly by Steel Holdings is $30,000,000. Such Shares and Warrants were acquired with the working capital of Steel Holdings.
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.
Mr. Lichtenstein beneficially owns 59,539 Shares awarded to him in his capacity as a director of the Issuer.
Mr. Kassan beneficially owns 37,317 Shares awarded to him in his capacity as a director of the Issuer.
Set forth on Schedule B annexed hereto is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons who are not Reporting Persons listed on Schedule A annexed to Amendment No. 16 to the Schedule 13D (“Schedule A”).
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
In accordance with the Amendment to the Issuer’s Restated Certificate of Incorporation (the “Protective Amendment”) to protect the Issuer’s net operating losses and other tax benefits (the “NOLs”), which was approved by the Issuer’s stockholders at its 2014 Annual Meeting of Stockholders and filed by the Issuer with the Delaware Secretary of State, HNH requested, and the Issuer granted HNH and its affiliates, a waiver under the Protective Amendment to permit their acquisition of up to 45% of the outstanding Shares in the aggregate (subject to proportionate adjustment, the “45% Cap”), in addition to acquisitions of Shares in connection with the exercise of the Warrants owned by Steel Holdings, as well as a limited waiver under Section 203 of the Delaware General Corporation Law for this purpose. Notwithstanding the foregoing, HNH and its affiliates (and any group of which HNH or any of its affiliates is a member) are not permitted to acquire securities that would result in an “ownership change” of the Issuer for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, that would have the effect of impairing any of the Issuer’s NOLs.
On January 5, 2015, the Issuer and HNH entered into Amendment No. 1 to their Settlement Agreement (“Amendment No. 1”) to reflect the 45% Cap and the expiration of the Settlement Agreement on February 13, 2015. The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) 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 52,115,711 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2014 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 10, 2014.
As of the date hereof, HNH owned directly 563,838 Shares, constituting approximately 1.1% of the Shares outstanding. By virtue of their relationship with HNH discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by HNH.
As of the date hereof, WHX CS owned directly 5,940,170 Shares, constituting approximately 11.4% of the Shares outstanding. By virtue of their relationship with WHX CS discussed in further detail in Item 2, each of HNH, Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by WHX CS.
As of the date hereof, SPHG Holdings owned directly 540,015 Shares, constituting approximately 1.0% of the Shares outstanding. By virtue of their relationship with SPHG Holdings discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
As of the date hereof, Steel Holdings owned directly 7,500,000 Shares and beneficially owned an additional 2,000,000 Shares underlying currently exercisable Warrants, constituting approximately 17.6% of the Shares outstanding. By virtue of its relationship with Steel Holdings discussed in further detail in Item 2, Steel Holdings GP may be deemed to beneficially own the Shares, including the Shares underlying the Warrants, owned directly by Steel Holdings.
As of the date hereof, 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.
As of the date hereof, Warren G. Lichtenstein beneficially owned 59,539 Shares, including 22,222 restricted Shares, constituting less than 1% of the Shares outstanding.
As of the date hereof, Glen M. Kassan beneficially owned 37,317 Shares, constituting less than 1% of the Shares outstanding.
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons who are not Reporting Persons listed on Schedule A. Unless otherwise indicated thereon, the persons listed on Schedule B have (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 16,700,879 Shares, including 2,000,000 Shares underlying currently exercisable Warrants, beneficially owned by the Reporting Persons, constituting approximately 30.9% of the Shares outstanding.
Item 5(b) is hereby amended and restated to read as follows:
(b) Each of WHX CS, HNH, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by WHX CS. Each of HNH, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by HNH. Each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP is deemed to have shared power to vote and dispose of the shares owned directly by SPHG Holdings. Each of Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the shares owned directly by Steel Holdings. Each of SPL and Warren G. Lichtenstein is deemed to have shared power to vote and dispose of the shares owned directly by SPL.
Item 5(c) is hereby amended to add the following:
(c) Schedule C annexed hereto lists all transactions in the Shares in the past 60 days by the Reporting Persons. All of such transactions were effected in the open market. In addition, Warren G. Lichtenstein was awarded 22,222 restricted Shares in his capacity as a director of the Issuer on January 2, 2015.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On January 5, 2015, the Issuer and HNH entered into Amendment No. 1, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Amendment No. 1 to Settlement Agreement, dated January 5, 2015, by and between the Issuer and HNH. |
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: January 7, 2015 | HANDY & HARMAN LTD. |
| | |
| | By: | |
| | | James F. McCabe, Jr. Senior Vice President and Chief Financial Officer |
| | WHX CS CORP. |
| | |
| | By: | /s/ Jack L. Howard |
| | | Jack L. Howard President |
| | STEEL PARTNERS, LTD. |
| | |
| | By: | |
| | | Jack L. Howard President |
| | STEEL PARTNERS HOLDINGS L.P. |
| | |
| | By: | Steel Partners Holdings GP Inc. General Partner |
| | |
| | By: | |
| | | Jack L. Howard President |
| | SPH GROUP LLC |
| | |
| | By: | Steel Partners Holdings GP Inc. Managing Member |
| | |
| | By: | |
| | | Jack L. Howard President |
| | SPH GROUP HOLDINGS LLC |
| | |
| | By: | Steel Partners Holdings GP Inc. Manager |
| | |
| | By: | |
| | | Jack L. Howard President |
| | STEEL PARTNERS HOLDINGS GP INC. |
| | |
| | By: | |
| | | Jack L. Howard President |
| | |
| | JACK L. HOWARD as Attorney-In-Fact for Warren G. Lichtenstein |
| | /s/ Glen M. Kassan |
| | GLEN M. KASSAN |
SCHEDULE B
Interest in Shares of the Issuer by the Persons Listed on Schedule A
| Name | Number of Shares Beneficially Owned | Percentage | Aggregate Cost |
| Jack L. Howard | 10,000 | Less than 1% | $68,530 |
| Anthony Bergamo | 41,533* | Less than 1% | $27,250 |
| * | Includes 22,222 restricted Shares awarded to Mr. Bergamo in his capacity as a director of the Issuer on January 2, 2015. |
SCHEDULE C
Transactions in the Shares of the Issuer in the Past 60 Days
Class of Security | Securities Purchased | Price ($) | Date of Purchase |
HANDY & HARMAN LTD.
| Common Stock | 1,404 | | 3.1400 | 12/15/14 |
| Common Stock | 106,937 | | 3.5732 | 12/18/14 |
| Common Stock | 65,021 | | 3.5730 | 12/19/14 |
| Common Stock | 27,131 | | 3.5938 | 12/22/14 |
| Common Stock | 17,592 | | 3.5972 | 12/29/14 |
| Common Stock | 17,000 | | 3.5983 | 12/30/14 |
| Common Stock | 22,550 | | 3.5979 | 12/31/14 |
| Common Stock | 32,470 | | 3.6000 | 01/02/15 |
| Common Stock | 37,884 | | 3.5999 | 01/05/15 |
| Common Stock | 40,049 | | 3.5834 | 01/06/15 |
| Common Stock | 10,600 | | 3.5968 | 01/07/15 |
