(a) Name
of Issuer:
SP
Acquisition Holdings, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
590
Madison Avenue, 32nd Floor
New York,
NY 10022
Item
2.
(a) Name
of Person Filing:
This
statement is filed by SP Acq LLC, a Delaware limited liability company, Steel
Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel
Partners II Master Fund L.P., a Cayman Islands exempted limited partnership
(“Steel Master”), Steel Partners LLC, a Delaware limited liability company
(“Partners LLC”), WebFinancial L.P., a Delaware limited partnership (“Web L.P.”)
and Warren G. Lichtenstein. Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
Warren G. Lichtenstein is the Managing
Member of SP Acq LLC. By virtue of this relationship, Mr.
Lichtenstein may be deemed to beneficially own the shares of Common Stock of the
Issuer owned by SP Acq LLC
.
Steel
Master is the owner of approximately 99% of the limited partnership interests in
Web L.P. Web L.P. is the sole limited partner of Steel Partners
II. Partners LLC is the manager of Web L.P., Steel Partners II and
Steel Master. The general partner of Steel Partners II has delegated
to Partners LLC the exclusive power to vote and dispose of the securities held
by Steel Partners II. Warren G. Lichtenstein is the manager of
Partners LLC. By virtue of these relationships, each of Steel Master,
Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially own
the shares of Common Stock of the Issuer owned by Steel Partners
II.
(b) Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of SP Acq LLC, Steel Partners II, Partners
LLC, Web L.P. and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New
York, New York 10022. The principal business address of Steel Master
is c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor,
Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
(c) Citizenship:
SP Acq
LLC, Steel Partners II, Partners LLC and Web L.P. are organized under the laws
of the State of Delaware. Steel Master is organized under the laws of
the Cayman Islands. Warren G. Lichtenstein is a citizen of the United
States of America.
(d) Title
of Class of Securities:
Common
Stock, par value $0.001 per share (“Common Stock”)
(e) CUSIP
Number:
78470A104
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).
|
|
(a)
|
Amount
beneficially owned:
|
9,653,412
shares of Common Stock*
17.8%
(based upon 54,112,000 shares of Common Stock outstanding, which is the total
number of shares outstanding as of November 5, 2008 as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on November 6,
2008).
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
9,653,412
shares of Common Stock*
|
(ii)
|
Shared
power to vote or to direct the vote
|
0 shares
of Common Stock
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
9,653,412
shares of Common Stock*
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
0 shares
of Common Stock
|
*
|
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:
|
668,988
shares of Common Stock**
1.2%
(based upon 54,112,000 shares of Common Stock outstanding, which is the total
number of shares outstanding as of November 5, 2008 as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on November 6,
2008).
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
668,988
shares of Common Stock**
|
(ii)
|
Shared
power to vote or to direct the vote
|
0 shares
of Common Stock
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
668,988
shares of Common Stock**
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
0 shares
of Common Stock
|
**
|
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:
|
Not
Applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
|
Not
Applicable.
Item
8.
|
Identification
and Classification of Members of the
Group:
|
See
Exhibit 99.1.
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable.
By
signing below each Reporting Person certifies that, to the best of its knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
|
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.
|
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:
February 12, 2009
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SP
ACQ LLC
|
|
|
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
Warren
G. Lichtenstein,
Managing
Member
|
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STEEL
PARTNERS II, L.P.
|
|
|
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By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
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STEEL
PARTNERS II MASTER FUND L.P.
|
|
|
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By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
|
By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
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STEEL
PARTNERS LLC
|
|
|
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By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
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WEBFINANCIAL
L.P.
|
|
|
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By:
|
Steel
Partners II GP LLC
General
Partner
|
|
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By:
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
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SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|