(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
(a) Name
of Person Filing:
This
statement is filed by SP Acq LLC, a Delaware limited liability company, Steel
Partners II Liquidating Series Trust - Series F, a Delaware statutory trust
(“Steel Partners Trust”), Steel Partners II, L.P., a Delaware limited
partnership (“Steel Partners II”), Steel Partners LLC, a Delaware limited
liability company (“Partners LLC”), Steel Partners II GP LLC, a Delaware limited
liability company (“Steel Partners GP”), 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
Partners II, as nominee, holds the shares of Common Stock of the Issuer
beneficially owned by Steel Partners Trust. Partners LLC is the
manager of Steel Partners II and Steel Partners Trust. Steel Partners
GP is the general partner of Steel Partners II and the liquidating trustee of
Steel Partners Trust. Warren G. Lichtenstein is the manager of
Partners LLC and the managing member of Steel Partners GP. By virtue
of these relationships, each of Steel Partners II, Partners LLC, Steel Partners
GP and Mr. Lichtenstein may be deemed to beneficially own the shares of Common
Stock of the Issuer beneficially owned by Steel Partners
Trust. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13G.
(b) Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of SP Acq LLC, Steel Partners Trust, Steel
Partners II, Partners LLC, Steel Partners GP and Warren G. Lichtenstein is 590
Madison Avenue, 32nd Floor, New York, New York 10022.
(c) Citizenship:
SP Acq
LLC, Steel Partners Trust, Steel Partners II, Partners LLC and Steel Partners GP
are organized under the laws of the State of Delaware. 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
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Exchange
Act;
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Exchange
Act;
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940;
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(e)
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o
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An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company
Act;
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(j)
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o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group,
in accordance with §
240.13d-1(b)(1)(ii)(K).
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(a) Amount
beneficially owned:
9,653,412
shares of Common Stock*
(b) Percent
of class:
17.8%
(based upon 54,112,000 shares of Common Stock outstanding, which is the total
number of shares outstanding as of May 7, 2009 as reported in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission on May 8,
2009).
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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0
shares of Common Stock
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(ii)
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Shared
power to vote or to direct the vote
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9,653,412
shares of Common Stock*
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(iii)
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Sole
power to dispose or to direct the disposition of
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0
shares of Common Stock
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(iv)
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Shared
power to dispose or to direct the disposition of
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9,653,412
shares of Common Stock*
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*
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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.
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(a)
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Amount
beneficially owned:
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668,988
shares of Common Stock**
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(b)
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Percent
of class:
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1.2%
(based upon 54,112,000 shares of Common Stock outstanding, which is the
total number of shares outstanding as of May 7, 2009 as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on
May 8, 2009).
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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0
shares of Common Stock
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(ii)
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Shared
power to vote or to direct the vote
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668,988
shares of Common Stock**
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(iii)
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Sole
power to dispose or to direct the disposition of
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0
shares of Common Stock
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(iv)
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Shared
power to dispose or to direct the disposition
of
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668,988
shares of Common Stock**
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By
virtue of their relationship with Steel Partners Trust, each of Steel
Partners II, Partners LLC, Steel Partners GP and Mr. Lichtenstein may be
deemed to beneficially own the shares of Common Stock beneficially owned
by Steel Partners Trust.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the
Group:
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See
Exhibit 99.1.
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Item
9.
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Notice
of Dissolution of Group:
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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.
Exhibits
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Exhibit
99.1
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Joint
Filing Agreement by and among SP Acq LLC, Steel Partners II Liquidating
Series Trust - Series F, Steel Partners II, L.P., Steel Partners LLC,
Steel Partners II GP LLC and Warren G. Lichtenstein, dated July 16,
2009.
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Exhibit
99.2
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Powers
of Attorney.
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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.
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Dated:
July 16, 2009
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SP
ACQ LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS II LIQUIDATING SERIES TRUST - SERIES F
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By:
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Steel
Partners II GP LLC
Liquidating
Trustee
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
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STEEL
PARTNERS II GP LLC
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By:
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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
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