UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 32)1
Steel Connect, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
858098 10 6
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 27, 2023
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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HANDY & HARMAN LTD. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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636,447 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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636,447 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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636,447 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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WHX CS CORP. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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636,447 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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636,447 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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636,447 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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STEEL EXCEL INC. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF, WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,651,506(1) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,651,506(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,651,506(1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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38.4% |
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TYPE OF REPORTING PERSON |
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CO |
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(1) Includes 634,157 Shares underlying Series E Preferred Stock.
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1 |
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NAME OF REPORTING PERSON |
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WF ASSET CORP. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,311,700 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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1,311,700 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,311,700 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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20.9% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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WEBFINANCIAL HOLDING CORPORATION |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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21,718,083(1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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21,718,083(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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21,718,083(1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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77.6% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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(1) Consists of 1,913,265 Shares underlying Series C Preferred Stock, 19,175,628
Shares underlying Series E Preferred Stock and 629,190 Shares underlying 2024 Note.
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1 |
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NAME OF REPORTING PERSON |
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STEEL PARTNERS HOLDINGS L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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24,369,589(1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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24,369,589(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,369,589(1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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85.2% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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(1) Includes 1,913,265 Shares underlying Series C Preferred Stock, 19,809,785
Shares underlying Series E Preferred Stock and 629,190 Shares underlying 2024 Note.
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1 |
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NAME OF REPORTING PERSON |
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SPH GROUP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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24,369,589(1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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24,369,589(1) |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,369,589(1) |
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12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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85.2% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
|
(1) Includes 1,913,265 Shares underlying Series C Preferred Stock, 19,809,785
Shares underlying Series E Preferred Stock and 629,190 Shares underlying 2024 Note.
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1 |
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NAME OF REPORTING PERSON |
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SPH GROUP HOLDINGS LLC |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
2,651,506(1) |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,651,506(1) |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,651,506(1) |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
38.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
(1) Includes 634,157 Shares underlying Series E Preferred Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STEEL PARTNERS HOLDINGS GP INC. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
24,369,589(1) |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
24,369,589(1) |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
24,369,589(1) |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
85.2% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
(1) Includes 1,913,265 Shares underlying Series C Preferred Stock, 19,809,785
Shares underlying Series E Preferred Stock and 629,190 Shares underlying 2024 Note.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
WARREN G. LICHTENSTEIN |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF, OO |
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
182,526 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
6,428 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
182,526 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
6,428 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
188,954 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STEEL PARTNERS, LTD. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
6,428 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
6,428 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
6,428 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
LESS THAN 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
JACK L. HOWARD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC, OO |
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
105,055 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
105,055 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
105,055 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes
Amendment No. 32 to the Schedule 13D filed by the undersigned (“Amendment No. 32”). This Amendment No. 32 amends the Schedule
13D as specifically set forth herein.
On June 21, 2023, the Issuer
effected a 1-for-3,500 reverse stock split of its Shares followed immediately by a 375-for-1 forward stock split of its Shares. The reported
ownership amounts set forth in this Amendment No. 32 have been adjusted to give effect to the reverse stock split and forward stock split.
| 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 1,311,700 Shares owned directly by WF Asset is approximately $43,123,381, including brokerage commissions. Such Shares were acquired
with the working capital of HNH, SPHG Holdings and Steel Holdings prior to being transferred to WF Asset. The 636,447 Shares owned directly
by WHX CS were transferred to WHX CS by its parent HNH.
The aggregate purchase price
of the 35,000 shares of Series C Convertible Preferred Stock of the Issuer (the “Series C Preferred Stock”) owned directly
by WebFinancial is $35,000,000. The aggregate purchase price of the 7.50% Convertible Senior Note due 2024 of the Issuer (the “2024
Note”) owned directly by WebFinancial is $13,940,000. The Series C Preferred Stock and 2024 Note were acquired with the working
capital of SPHG Holdings prior to being transferred to WebFinancial. The 3,500,000 shares of Series E Convertible Preferred Stock of the
Issuer (the “Series E Preferred Stock”) owned directly by each of WebFinancial and Steel Excel were acquired pursuant to the
Exchange Agreement discussed in Item 4.
The aggregate purchase price
of the 69,202 Shares owned directly by Steel Excel is approximately $666,125, including brokerage commissions. Such Shares were acquired
with the working capital of Steel Excel.
The aggregate purchase price
of the 6,428 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 directly
beneficially owns 182,526 Shares (including 9,612 unvested restricted Shares) awarded to him in his capacity as a director of the Issuer.
The aggregate purchase price
of 1,071 Shares owned directly by Mr. Howard is approximately $59,372, including brokerage commissions. Mr. Howard directly beneficially
owns an additional 103,984 Shares (including 9,612 unvested restricted Shares) awarded to him in his capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) – (c) 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 6,267,230 Shares outstanding, which is the total
number of Shares outstanding as of December 1, 2023 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on December 14, 2023.
As of the close of business
on December 28, 2023, WF Asset owned directly 1,311,700 Shares, constituting approximately 20.9% of the Shares outstanding. By virtue
of their relationship with WF Asset discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings
GP and Steel Excel may be deemed to beneficially own the Shares owned directly by WF Asset.
As of the close of business
on December 28, 2023, WHX CS owned directly 636,447 Shares, constituting approximately 10.2% of the Shares outstanding. By virtue of their
relationship with WHX CS discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel
Excel and HNH may be deemed to beneficially own the Shares owned directly by WHX CS.
As of the close of business
on December 28, 2023, WebFinancial beneficially owned (i) 1,913,265 Shares underlying the Series C Preferred Stock owned directly by WebFinancial,
(ii) 19,175,628 Shares underlying the Series E Preferred Stock owned directly by WebFinancial, and (iii) 629,190 Shares underlying the
2024 Note owned directly by WebFinancial, constituting approximately 77.6% of the Shares.1
By virtue of their relationship with WebFinancial discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel Holdings
GP may be deemed to beneficially own the Shares underlying the Series C Preferred Stock, Series E Preferred Stock and 2024 Note owned
directly by WebFinancial.
As of the close of business
on December 28, 2023, Steel Excel owned directly 69,202 Shares and beneficially owned 634,157 Shares underlying the Series E Preferred
Stock owned directly by Steel Excel, which, in addition to the Shares owned directly by WF Asset and WHX CS that Steel Excel may also
be deemed to beneficially own, constitute approximately 38.4% of the Shares.1 By virtue of their relationship with Steel Excel
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 Steel Excel and underlying the Series E Preferred Stock owned directly by Steel Excel.
As of the close of business
on December 28, 2023, SPL owned directly 6,428 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 close of business
on December 28, 2023, Warren G. Lichtenstein owned directly 182,526 Shares (including 9,612 unvested restricted Shares), which, in addition
to the Shares owned directly by SPL that Mr. Lichtenstein may also be deemed to beneficially own, constitute approximately 3.0% of the
Shares outstanding.
As of the close of business
on December 28, 2023, Jack L. Howard owned directly 105,055 Shares (including 9,612 unvested restricted Shares), constituting approximately
1.7% of the Shares outstanding.
This statement reports beneficial
ownership of an aggregate of 24,663,598 Shares, including (i) 1,913,265 Shares underlying Series C Preferred Stock, (ii) 19,809,785 Shares
underlying Series E Preferred Stock, and (iii) 629,190 Shares underlying the 2024 Note, constituting approximately 86.2% of the Shares.1
(b) Each
of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and WF Asset may be deemed to have shared power to vote and dispose
of the Shares owned directly by WF Asset. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel, HNH and WHX CS
may be deemed to have shared power to vote and dispose of the Shares owned directly by WHX CS. Each of Steel Holdings, SPHG, Steel Holdings
GP and WebFinancial may be deemed to have shared power to vote and dispose of the Shares underlying the Series C Preferred Stock, Series
E Preferred Stock and 2024 Note owned directly by WebFinancial. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel
Excel may be deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel and underlying the Series E Preferred
Stock owned directly by Steel Excel. Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares
owned directly by SPL. Each of Messrs. Lichtenstein and Howard may be deemed to have sole power to vote and dispose of all Shares he directly
owns.
(c) See
Schedule B annexed hereto for all transactions by the Reporting Persons in the securities of the Issuer during the past 60 days.
All of such transactions were effected in the open market.
1 This is not based solely on the number of outstanding Shares, but calculated pursuant to Rule 13d-3(d) of the Exchange Act.
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: December 29, 2023 |
HANDY & HARMAN LTD. |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
WHX CS CORP. |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
STEEL PARTNERS, LTD. |
|
|
|
By: |
/s/ Jason Wong |
|
|
Jason Wong
Chief Financial Officer |
|
STEEL PARTNERS HOLDINGS L.P. |
|
|
|
By: |
Steel Partners Holdings GP Inc.
General Partner |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
SPH GROUP LLC |
|
|
|
By: |
Steel Partners Holdings GP Inc.
Managing Member |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
SPH GROUP HOLDINGS LLC |
|
|
|
By: |
Steel Partners Holdings GP Inc.
Manager |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
STEEL PARTNERS HOLDINGS GP INC. |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
STEEL EXCEL INC. |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
WEBFINANCIAL HOLDING CORPORATION |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
WF ASSET CORP. |
|
|
|
By: |
/s/ Maria Reda |
|
|
Maria Reda
Secretary |
|
/s/ Maria Reda |
|
MARIA REDA
as Attorney-In-Fact for Warren G. Lichtenstein |
|
/s/ Maria Reda |
|
MARIA REDA
as Attorney-In-Fact for Jack L. Howard |
SCHEDULE A
Executive Officers and Directors of
Handy & Harman Ltd.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Gary Tankard,
Vice President and Director |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Ryan O’Herrin,
Senior Vice President and Director |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Executive Officers and Directors of
WHX CS Corp.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Gary Tankard,
Vice President and Director |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Ryan O’Herrin,
Senior Vice President and Director |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Executive Officers and Directors of
Steel Partners, Ltd.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Warren G. Lichtenstein,
Chief Executive Officer and Chairman of the Board |
Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Jack L. Howard,
Director, President and Secretary |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Jason Wong,
Chief Financial Officer |
Employee of Steel Services, Ltd., a subsidiary of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Executive Officers and Directors of
Steel Partners Holdings GP Inc.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Warren G. Lichtenstein,
Executive Chairman and Director |
Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Ryan O’Herrin,
Senior Vice President and Chief Financial Officer |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Lon Rosen,
Director |
Executive Vice President and Chief Marketing Officer for the Los Angeles Dodgers |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
John P. McNiff,
Director |
Chairman of Discovery Capital Management, LLC, a multi-strategy hedge fund |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
James Benenson III,
Director |
Director and Co-President of Summa Holdings, Inc. (“Summa”), a holding company, and director and Co-President of Industrial Manufacturing Company and Industrial Manufacturing Company International, subsidiaries of Summa that own various diversified industrial businesses |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Eric P. Karros,
Director |
Television analyst for FOX Sports and works for the Los Angeles Dodgers |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Rory H. Tahari,
Director |
Co-founder, State of Mind Partners, a strategic branding and investment firm |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Gary Tankard,
Vice President and Chief Accounting Officer |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Joseph Martin,
Chief Administrative Officer and Chief Legal Officer2
|
Chief Administrative Officer and Chief Legal Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
2 As of the close of business on December 29, 2023, Joseph
Martin directly owned 2,391 restricted Shares. All of such Shares were awarded to Mr. Martin in his capacity as a director of the Issuer
and vest on October 1, 2024, provided that he remains a director of the Issuer on such vesting date. Mr. Martin has the sole power to
vote such Shares and, once vested, will have the sole power to dispose of such Shares and the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, such Shares.
Executive Officers and Directors of
Steel Excel Inc.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Gary Tankard,
Vice President and Director |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Ryan O’Herrin,
Senior Vice President and Director |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Executive Officers and Directors of
WebFinancial Holding Corporation
Name
and Position |
Present
Principal Occupation |
Business
Address |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Gary Tankard,
Vice President and Director |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Ryan O’Herrin,
Senior Vice President and Director |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Executive Officers and Directors of
WF Asset Corp.
Name
and Position |
Present
Principal Occupation |
Business
Address |
Jack L. Howard,
President and Director |
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, 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 |
Gary Tankard,
Vice President and Director |
Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022 |
Ryan O’Herrin,
Senior Vice President and Director |
Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company |
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 60 Days
Class of Security |
Securities
Purchased |
Price ($) |
Date of
Purchase |
STEEL EXCEL INC.
Common Stock |
7,437 |
9.6313 |
12/20/2023 |
Common Stock |
2,000 |
9.5000 |
12/21/2023 |
Common Stock |
6,315 |
9.3000 |
12/27/2023 |
Common Stock |
2,169 |
9.4731 |
12/28/2023 |
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