SP
ACQUISITION HOLDINGS, INC.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
78470A104
|
(CUSIP
Number)
|
January
1, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
1
|
NAME
OF REPORTING PERSON
SP
ACQ LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
9,653,412
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
9,653,412
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,653,412
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.8%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
668,988
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
668,988
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,988
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
668,988
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
668,988
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,988
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
||
12
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
668,988
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
668,988
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,988
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
||
12
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
WEBFINANCIAL
L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
668,988
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
668,988
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,988
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
||
12
|
TYPE
OF REPORTING PERSON
PN
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
10,322,400
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
7
|
SOLE
DISPOSITIVE POWER
10,322,400
|
||
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,322,400
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
||
12
|
TYPE
OF REPORTING PERSON
IN
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
o |
Bank
as defined in section 3(a)(6) of the Exchange
Act;
|
|
(c)
|
o |
Insurance
company as defined in section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
o |
Investment
company registered under section 8 of the Investment Company Act of
1940;
|
|
(e)
|
o |
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
o |
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
o |
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
|
|
(j)
|
o |
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership:
|
|
(a)
|
Amount
beneficially owned:
|
|
(b)
|
Percent
of class:
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
|
*
|
By
virtue of his relationship with SP Acq LLC, Mr. Lichtenstein may be deemed
to beneficially own the 9,653,412 shares of Common Stock held by SP Acq
LLC.
|
|
(a)
|
Amount
beneficially owned:
|
|
(b)
|
Percent
of class:
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
|
**
|
By
virtue of their relationship with Steel Partners II, each of Steel Master,
Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially
own the shares of Common Stock held by Steel Partners
II.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Item
9.
|
Notice
of Dissolution of Group:
|
Item
10.
|
Certifications:
|
|
Exhibit
99.1
|
Joint
Filing Agreement by and among SP Acq LLC, Steel Partners II, L.P., Steel
Partners II Master Fund L.P., Steel Partners LLC, WebFinancial L.P. and
Warren G. Lichtenstein, dated February 12,
2009.
|
|
Exhibit
99.2
|
2009
Powers of Attorney.
|
Dated:
February 12, 2009
|
SP
ACQ LLC
|
|
By:
|
/s/
Warren G. Lichtenstein
|
|
Warren
G. Lichtenstein,
Managing
Member
|
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 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
|
WEBFINANCIAL
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
|
/s/
Sanford Antignas
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|