sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)(1)
NOVOSTE CORPORATION
-------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
67010C209
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2006
---------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 41 Pages)
------------------
(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 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).
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 2 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(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 608,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
608,301
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
608,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 3 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 608,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
608,301
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
608,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 4 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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 608,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
608,301
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
608,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 5 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JACK HOWARD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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 663
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
663
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
663
--------------------------------------------------------------------------------
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*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 6 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.L. HOWARD, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(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
NEW YORK
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 663
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
663
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
663
--------------------------------------------------------------------------------
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
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 7 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 8 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 9 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSHUA SCHECHTER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 10 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEY BAZAAR
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 11 of 41 Pages
-------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LEONARD TOBOROFF
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 12 of 41 Pages
-------------------------- --------------------------
The following constitutes Amendment No. 8 ("Amendment No. 8")
to the Schedule 13D filed by the undersigned. This Amendment No. 8 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated as follows:
(a) This statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a
Delaware limited liability company ("Partners LLC"), Warren G. Lichtenstein,
Jack Howard, J.L. Howard, Inc., James Henderson, John Quicke, Joshua Schechter,
Harvey Bazaar and Leonard Toboroff. Each of the foregoing is referred to as a
"Reporting Person" and collectively as the "Reporting Persons." The Reporting
Persons are hereby filing a joint Schedule 13D.
Partners LLC is the general partner of Steel Partners II. The
sole executive officer and managing member of Partners LLC is Warren G.
Lichtenstein, who is Chairman of the Board, Chief Executive Officer and
Secretary. By virtue of his positions with Partners LLC and Steel Partners II,
Mr. Lichtenstein has the power to vote and dispose of the Issuer's Shares owned
by Steel Partners II.
(b) The principal business address of Steel Partners II,
Partners LLC, Warren G. Lichtenstein, Jack Howard, J.L. Howard, Inc., James
Henderson, John Quicke and Joshua Schechter is 590 Madison Avenue, 32nd Floor,
New York, New York 10022.
The principal business address of Harvey Bazaar is 13 Skyline
Drive, North Caldwell, New Jersey 07006.
The principal business address of Leonard Toboroff is 39 N.
Moore, New York, New York 10013.
(c) The principal business of Steel Partners II is investing
in the securities of small cap companies. The principal business of Partners LLC
is acting as the general partner of Steel Partners II. The principal occupation
of Mr. Lichtenstein is investing in the securities of small cap companies.
The principal occupation of Jack Howard is serving as a
principal of Mutual Securities, Inc., a registered broker dealer, and as the
Vice Chairman and a Vice President of Steel Partners, Ltd. ("SPL"), a management
and advisory company that provides management services to Steel Partners II and
its affiliates. J.L. Howard, Inc. is a family-owned investment company
controlled by Mr. Howard. Mr. Howard is the sole director and Chairman of the
Board, President and Chief Financial Officer of J.L. Howard, Inc.
The principal occupation of James Henderson is serving as a
Vice President of SPL.
The principal occupation of John Quicke is serving as a Vice
President of SPL.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 13 of 41 Pages
-------------------------- --------------------------
The principal occupation of Joshua Schechter is serving as a
Vice President of SPL.
The principal occupation of Leonard Toboroff is serving as
Vice Chairman of the Board of Allis-Chalmers Energy Inc., a provider of products
and services to the oil and gas industry, and as an Executive Director of
Corinthian Capital Group, LLC, a private equity fund.
Harvey Bazaar is currently retired.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Lichtenstein, Howard, Henderson, Quicke,
Schechter, Bazaar and Toboroff are citizens of the United States of America.
Item 4 is hereby amended to add the following:
On January 6, 2006, Cede & Co., as holder of record of the
Shares beneficially owned by Steel Partners II, delivered a notice to the Issuer
on behalf of Steel Partners II requesting that the Issuer call a special meeting
of the shareholders (the "Special Meeting") in accordance with the Issuer's
bylaws for the purpose of removing all the directors serving on the Issuer's
Board of Directors at the time of the Special Meeting without cause and
replacing them with Steel Partners II's slate of director nominees comprised of
Jack Howard, James Henderson, John Quicke, Joshua Schechter, Harvey Bazaar and
Leonard Toboroff (the "Nominees"). A copy of this notice is attached hereto and
incorporated herein by reference. Steel Partners II intends to file a
preliminary proxy statement with the Securities and Exchange Commission with
respect to the Special Meeting and solicit the shareholders to vote in favor of
its proposals to remove and replace the Issuer's Board of Directors after the
proxy materials have been finalized.
Item 5 is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 4,083,721 Shares outstanding, which is the
total number of Shares outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2005 and filed with the
Securities and Exchange Commission on November 9, 2005.
As of the close of business on January 6, 2006, Steel Partners
II beneficially owned 608,301 Shares, constituting approximately 14.9% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 608,301 Shares of Common Stock owned by
Steel Partners II, constituting approximately 14.9% of the Shares outstanding.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 14 of 41 Pages
-------------------------- --------------------------
As the sole executive officer and managing member of Partners LLC, which in turn
is the general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 608,301 Shares of Common Stock owned by Steel Partners II,
constituting approximately 14.9% of the Shares outstanding. Mr. Lichtenstein has
sole voting and dispositive power with respect to the 608,301 Shares owned by
Steel Partners II by virtue of his authority to vote and dispose of such Shares.
As of the close of business on January 6, 2006, J.L. Howard,
Inc. beneficially owned 663 Shares, constituting less than 1% of the Shares
outstanding. As the sole officer of J.L. Howard, Inc., Mr. Howard may be deemed
to beneficially own the 663 Shares owned by J.L. Howard, Inc. Mr. Howard has
sole voting and dispositive power with respect to the 663 Shares owned by J.L.
Howard, Inc. by virtue of his authority to vote and dispose of such Shares.
Currently, Messrs. Henderson, Quicke, Schechter, Bazaar and
Toboroff do not own any securities of the Issuer.
(b) By virtue of his positions with Partners LLC and Steel
Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the
Shares owned by Steel Partners II.
By virtue of his positions with J.L. Howard, Inc., Mr. Howard
has the sole power to vote and dispose of the Shares owned by J.L. Howard, Inc.
(c) There have been no transactions in the Shares during the
past sixty days by the Reporting Persons.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6 is hereby amended to add the following:
On January 6, 2006, the Reporting Persons entered into a Joint
Filing and Solicitation Agreement in which, among other things, (i) the parties
agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of the Issuer, (ii) the parties agreed to
solicit proxies or written consents in favor of the removal of all the directors
serving on the Board of Directors of the Issuer at the time of the Special
Meeting without cause and the election of the Nominees, or any other person(s)
nominated by Steel Partners II, to the Board of Directors of the Issuer at the
Special Meeting (the "Solicitation"), and (iii) Steel Partners II agreed to bear
all expenses incurred in connection with the Reporting Persons' activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 15 of 41 Pages
-------------------------- --------------------------
Item 7 is hereby amended to add the following exhibits:
6. Joint Filing and Solicitation Agreement by and among
Steel Partners II, L.P., Steel Partners, L.L.C.,
Warren G. Lichtenstein, Jack Howard, J.L. Howard,
Inc., James Henderson, John Quicke, Joshua Schechter,
Harvey Bazaar and Leonard Toboroff, dated January 6,
2006.
7. Request for Special Meeting to Novoste Corporation,
dated January 6, 2006.
8. Powers of Attorney.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 16 of 41 Pages
-------------------------- --------------------------
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 9, 2006 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
As Attorney-In-Fact for Warren G. Lichtenstein
/s/ Jack Howard
--------------------------------------------
JACK HOWARD
J.L. HOWARD, INC.
By: /s/ Jack Howard
----------------------------------------
Jack Howard
President and Chief Financial Officer
/s/ James Henderson
--------------------------------------------
JAMES HENDERSON
/s/ John Quicke
--------------------------------------------
JOHN QUICKE
/s/ Joshua Schechter
--------------------------------------------
JOSHUA SCHECHTER
/s/ Harvey Bazaar
--------------------------------------------
HARVEY BAZAAR
/s/ Leonard Toboroff
--------------------------------------------
LEONARD TOBOROFF
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 17 of 41 Pages
-------------------------- --------------------------
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Steel Partners II, L.P., Steel --
Partners, L.L.C. and Warren G. Lichtenstein, dated September 26, 2003
(previously filed).
2. Confidentiality and Standstill Agreement by and between Novoste --
Corporation and Steel Partners II, L.P., dated November 10, 2004
(previously filed).
3. Letter from Steel Partners II, L.P. to Novoste Corporation, dated April --
4, 2005 (previously filed).
4. Letter from Steel Partners II, L.P. to Novoste Corporation, dated --
September 7, 2005 (previously filed).
5. Letter from Steel Partners II, L.P. to Novoste Corporation, dated --
November 21, 2005 (previously filed).
6. Joint Filing and Solicitation Agreement by and among Steel Partners II, 18 to 20
L.P., Steel Partners, L.L.C., Warren G. Lichtenstein, Jack Howard, J.L.
Howard, Inc., James Henderson, John Quicke, Joshua Schechter, Harvey
Bazaar and Leonard Toboroff, dated January 6, 2006.
7. Request for Special Meeting to Novoste Corporation, dated January 6, 2006. 21 to 35
8. Powers of Attorney. 36 to 41
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 18 of 41 Pages
-------------------------- --------------------------
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct or
beneficial, of Novoste Corporation, a Florida corporation ("Novoste");
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership
("Steel"), Steel Partners, L.L.C., a Delaware limited liability company, Warren
G. Lichtenstein, Jack Howard, J.L. Howard, Inc., a New York corporation, James
Henderson, John Quicke, Joshua Schechter, Harvey Bazaar and Leonard Toboroff
wish to form a group for the purpose of seeking representation on the Board of
Directors of Novoste;
WHEREAS, Steel intends to request Novoste to call a special meeting of
shareholders for the purpose of removing all the directors serving on the Board
of Directors of Novoste at the time of the special meeting without cause and
replacing them with Steel's slate of director nominees;
WHEREAS, Steel intends to nominate Jack Howard, James Henderson, John
Quicke, Joshua Schechter, Harvey Bazaar and Leonard Toboroff (the "Nominees")
for election to the Board of Directors at the special meeting, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Special Meeting").
NOW, IT IS AGREED, this 6th day of January 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, each of the undersigned (collectively, the
"Group") agrees to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Novoste. Each member of the Group
shall be responsible for the accuracy and completeness of his/its own disclosure
therein.
2. So long as this agreement is in effect, each of the undersigned
shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of securities of Novoste; or
(ii) any securities of Novoste over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of the undersigned agrees to solicit proxies or written
consents in favor of the removal of all directors serving on the Board of
Directors of Novoste at the time of the Special Meeting without cause and the
election of the Nominees or any other person(s) nominated by Steel, to the Board
of Directors of Novoste at the Special Meeting.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 19 of 41 Pages
-------------------------- --------------------------
4. Steel agrees to bear all expenses incurred in connection with the
Group's activities, including expenses incurred by any of the parties in a
solicitation of proxies or written consents by the members of the Group in
connection with the Special Meeting. Notwithstanding the foregoing, Steel shall
not be required to reimburse any party for (i) out-of-pocket expenses incurred
by a party in the aggregate in excess of $250 without Steel's prior written
approval; (ii) the value of the time of any party; (iii) legal fees incurred
without Steel's prior written approval; or (iv) the costs of any counsel, other
than Olshan, employed in connection with any pending or threatened litigation
without Steel's prior written approval.
5. The relationship of the parties hereto shall be limited to carrying
on the business of the Group in accordance with the terms of this Agreement.
Such relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
Nothing herein shall restrict any party's right to purchase or sell securities
of Novoste, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.
6. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under this agreement
at any time on 24 hours' written notice to all other parties, with a copy by fax
to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9. Each party acknowledges that Olshan shall act as counsel for both
the Group and Steel.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 20 of 41 Pages
-------------------------- --------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
As Attorney-In-Fact for Warren G. Lichtenstein
/s/ Jack Howard
--------------------------------------------
JACK HOWARD
J.L. HOWARD, INC.
By: /s/ Jack Howard
----------------------------------------
Jack Howard
President and Chief Financial Officer
/s/ James Henderson
--------------------------------------------
JAMES HENDERSON
/s/ John Quicke
--------------------------------------------
JOHN QUICKE
/s/ Joshua Schechter
--------------------------------------------
JOSHUA SCHECHTER
/s/ Harvey Bazaar
--------------------------------------------
HARVEY BAZAAR
/s/ Leonard Toboroff
--------------------------------------------
LEONARD TOBOROFF
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 21 of 41 Pages
-------------------------- --------------------------
CEDE & CO.
C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NEW YORK 10041
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a
holder of record of shares of common stock of Novoste Corporation (the
"Company"). DTC is informed by its Participant, UBS Securities, L.L.C. (the
"Participant"), that on the date hereof 608,301 of such shares (the "Shares")
credited to Participant's DTC account are beneficially owned by Steel Partners
II, L.P., a customer of Participant.
At the request of Participant, on behalf of Steel Partners II, L.P.,
Cede & Co., as a holder of record of the Shares, hereby delivers the request of
Steel Partners II, L.P. to call a special meeting of the shareholders of the
Company for the following purposes:
o To remove all of the directors serving on the Board of
Directors of the Company at the time of the special meeting
without cause; and
o To elect Steel Partners II, L.P.'s slate of director nominees,
Jack Howard, John Quicke, Joshua Schechter, James Henderson,
Harvey Bazaar and Leonard Toboroff.
The undersigned further requests that the Company set a meeting date
and record date for such a special meeting in accordance with its bylaws.
While Cede & Co. is furnishing this request as the shareholder of
record of the Shares, it does so only at the request of Participant and only as
a nominal party for the true party in interest, Steel Partners II, L.P. Cede &
Co. has no interest in this matter other than to take those steps which are
necessary to ensure that Steel Partners II, L.P. is not denied its rights as the
beneficial owner of the Shares, and Cede & Co. assumes no further responsibility
in this matter.
Very truly yours,
Cede & Co.
By: /s/ Patricia Mobley
-------------------
Patricia Mobley, Partner
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 22 of 41 Pages
-------------------------- --------------------------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
TEL: (212) 520-2300
FAX: (212) 520-2301
January 6, 2006
BY FACSIMILE AND OVERNIGHT COURIER
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
Steel Partners II, L.P. ("Steel") is the beneficial owner of 608,301
shares (the "Shares") of common stock, $0.01 par value per share (the "Common
Stock"), of Novoste Corporation (the "Company"), representing in excess of 10%
of the outstanding Common Stock as of the date hereof. As the holder of the
Shares, Steel hereby requests that you call a special meeting (the "Special
Meeting") of the shareholders of the Company in accordance with Article III,
Section 3.03 of the Company's Fourth Amended and Restated By-laws (the
"By-laws") for the following purposes: (1) to remove all of the directors
serving on the Board of Directors of the Company at the time of the Special
Meeting without cause; and (2) to elect Steel's slate of director nominees, Jack
Howard, John Quicke, Joshua Schechter, James Henderson, Harvey Bazaar and
Leonard Toboroff (the "Nominees").
(i) PROPOSAL 1 - REMOVAL OF DIRECTORS
The text of Proposal 1 is as follows:
"To remove all of the directors serving on the Board of Directors of
the Company at the time of the Special Meeting without cause."
Steel proposes to conduct such business at the Special Meeting as it
believes the current members of the Board of Directors are not acting
to maximize shareholder value. Steel does not have a material interest
in such business except as otherwise set forth herein.
(ii) PROPOSAL 2 - ELECTION OF STEEL NOMINEES
The text of Proposal 2 is as follows:
"To elect Steel's slate of director nominees, Jack Howard, John Quicke,
Joshua Schechter, James Henderson, Harvey Bazaar and Leonard Toboroff."
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 23 of 41 Pages
-------------------------- --------------------------
If elected, Harvey Bazaar and Leonard Toboroff would be designated
Class I directors, James Henderson and Joshua Schechter would be
designated Class II directors and Jack Howard and John Quicke would be
designated Class III directors. Steel proposes to nominate such
Nominees for election and to conduct such business at the Special
Meeting as it believes the election of these Nominees, who have no
current affiliation with the current Board of Directors of the Company,
is in the best interest of the Company's shareholders and these
Nominees should be elected to serve on the Board of Directors of the
Company because Steel believes they will act to maximize shareholder
value for all the Company's shareholders.
A. INFORMATION CONCERNING NOMINEES REQUIRED UNDER REGULATION 14A
OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED:
JACK HOWARD (AGE 44) has been a registered principal of Mutual
Securities, Inc., a registered broker-dealer, since 1989. He
has served as the Vice President and Vice Chairman of Steel
Partners, Ltd. ("SPL"), a management and advisory company that
provides management services to Steel Partners II, L.P. and
its affiliates, since December 2003. Mr. Howard has served as
Chairman of the Board of WebFinancial Corporation
("WebFinancial"), a consumer and commercial lender, since June
2005, as a director of WebFinancial since 1996 and as its Vice
President since December 1997. From December 1997 to May 2000,
he also served as Secretary, Treasurer and Chief Financial
Officer of WebFinancial. He has served as Chairman of the
Board and Chief Executive Officer of Gateway Industries, Inc.
("Gateway"), a provider of database development and web site
design and development services, since February 2004, as Vice
President of Gateway since December 2001 and as a director of
Gateway since May 1994. Mr. Howard is a director of Pubco
Corporation, a printing supplies and construction equipment
manufacturer and distributor. He is also a director of BNS Co.
("BNS"), a real estate management company, WHX Corporation
("WHX"), a holding company, and CoSine Communications, Inc., a
global telecommunications equipment supplier. The principal
business address of Mr. Howard is c/o Steel Partners II, L.P.,
590 Madison Avenue, 32nd Floor, New York, New York 10022. Mr.
Howard may be deemed to beneficially own 663 shares of Common
Stock of the Company owned by J.L. Howard, Inc., a corporation
controlled by Mr. Howard. For information regarding purchases
and sales during the past two years by J.L. Howard, Inc. of
securities of the Company that may be deemed to be
beneficially owned by Mr. Howard, see Exhibit A.
JAMES HENDERSON (AGE 48) has served as a Vice President of SPL
and its predecessor since August 1999. He has served as a
director and Chief Executive Officer of WebFinancial since
June 2005, as President and Chief Operating Officer of
WebFinancial since November 2003, and was the Vice President
of Operations from September 2000 through December 2003. He
has served as a director of WebBank, a wholly-owned subsidiary
of WebFinancial, since March 2002 and was the acting Chief
Executive Officer from November 2004 to May 2005. He has
served as a director of BNS since June 2004 and as a director
and Chairman of Del Global Technologies Corp., a designer and
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 24 of 41 Pages
-------------------------- --------------------------
manufacturer of medical imaging and diagnostic systems, since
November 2003 and May 2005, respectively. He served as a
director of ECC International Corp., a manufacturer and
marketer of computer-controlled simulators for training
personnel to perform maintenance and operator procedures on
military weapons, from December 1999 to September 2003 and as
acting Chief Executive Officer from July 2002 to March 2003.
He has served as a director of SL Industries, Inc., a designer
and producer of proprietary advanced systems and equipment for
the power and data quality industry, since January 2002. Mr.
Henderson has served as President of Gateway since December
2001. From January 2001 to August 2001, he served as President
of MDM Technologies, Inc., a direct mail and marketing
company. The principal business address of Mr. Henderson is
c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor,
New York, New York 10022. Mr. Henderson does not beneficially
own, and has not purchased or sold during the past two years,
any securities of the Company.
JOHN QUICKE (AGE 56) has served as a Vice President of SPL
since September 2005. Mr. Quicke has served as a director of
WHX since July 2005 and as a Vice President since October
2005. He served as Vice Chairman and Executive Officer of
Sequa Corporation, a diversified industrial company, from
March 2004 to March 2005 and as a director, President and
Chief Operating Officer of Sequa from 1993 to March 2004. The
principal business address of Mr. Quicke is c/o Steel Partners
II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York
10022. Mr. Quicke does not beneficially own, and has not
purchased or sold during the past two years, any securities of
the Company.
JOSHUA SCHECHTER (AGE 32) has served as a Vice President of
SPL since July 2001. Mr. Schechter was an Associate in the
corporate finance group of Imperial Capital LLC, a provider of
mergers and acquisitions advisory services, from March 1998 to
June 2001. He was a Senior Analyst at Leifer Capital, an
investment bank, from August 1997 to February 1998. He was a
Tax Consultant at Ernst & Young, LLP from January 1996 to July
1997. He currently serves as a director of WHX and as a
director of Jackson Products, Inc., a provider of industrial
safety products. The principal business address of Mr.
Schechter is c/o Steel Partners II, L.P., 590 Madison Avenue,
32nd Floor, New York, New York 10022. Mr. Schechter does not
beneficially own, and has not purchased or sold during the
past two years, any securities of the Company.
HARVEY BAZAAR (AGE 65) spent 38 years as an accountant with
Coopers & Lybrand and PriceWaterhouseCoopers and retired as a
Senior Partner in June 2000. During his time with Coopers &
Lybrand, he served as a member of the Executive Committee and
was the Managing Partner of the New York office. From
September 2001 to December 2002, he briefly came out of
retirement to serve as Chief Operating Officer of DML Global
Services, a provider of back office services for private
equity funds, during which time the company was acquired by
BISYS Group, Inc. The principal business address of Mr. Bazaar
is 13 Skyline Drive, North Caldwell, New Jersey 07006. Mr.
Bazaar does not beneficially own, and has not purchased or
sold during the past two years, any securities of the Company.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 25 of 41 Pages
-------------------------- --------------------------
LEONARD TOBOROFF (AGE 73) has served as a Vice Chairman of the
Board of Allis-Chalmers Energy Inc., a provider of products
and services to the oil and gas industry, since May 1988 and
served as Executive Vice President from May 1989 until
February 2002. He served as a director and Vice President of
Varsity Brands, Inc. (formerly Riddell Sports Inc.), a
provider of goods and services to the school spirit industry,
from April 1998 until it was sold in September 2003. Mr.
Toboroff has been an Executive Director of Corinthian Capital
Group, LLC, a private equity fund, since October 2005. He is
also a director of Engex Corp., a closed-end mutual fund. The
principal business address of Mr. Toboroff is 39 N. Moore, New
York, New York 10013. Mr. Toboroff does not beneficially own,
and has not purchased or sold during the past two years, any
securities of the Company.
On January 6, 2006, Steel, Steel Partners, L.L.C., Warren G.
Lichtenstein, Jack Howard, James Henderson, John Quicke,
Joshua Schechter, Harvey Bazaar and Leonard Toboroff
(collectively, the "Group") entered into a Joint Filing and
Solicitation Agreement in which, among other things, (i) the
parties agreed to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities
of the Company, (ii) the parties agreed to solicit proxies or
written consents in favor of the removal of all the directors
serving on the Board of Directors of the Company at the time
of the Special Meeting without cause and the election of the
Nominees, or any other person(s) nominated by Steel, to the
Board of Directors of the Company at the Special Meeting (the
"Solicitation"), and (iii) Steel agreed to bear all expenses
incurred in connection with the Group's activities, including
approved expenses incurred by any of the parties in connection
with the Solicitation, subject to certain limitations.
Other than as stated herein, there are no arrangements or
understandings between Steel and each Nominee or any other
person or persons pursuant to which the nominations described
herein are to be made, other than the consents by the Nominees
to serve as directors of the Company if elected as such at the
Special Meeting, attached hereto and incorporated herein by
reference. Reference is made to the Schedule 13D, as amended,
filed and to be filed with the Securities and Exchange
Commission by the members of the Group with respect to the
Company for information regarding the members of the Group.
Except as set forth herein (including the Exhibits hereto),
(i) during the past 10 years, no Nominee has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly
beneficially owns any securities of the Company (iii) no
Nominee owns any securities of the Company which are owned of
record but not beneficially; (iv) no Nominee has purchased or
sold any securities of the Company during the past two years;
(v) no part of the purchase price or market value of the
securities of the Company owned by any Nominee is represented
by funds borrowed or otherwise obtained for the purpose of
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 26 of 41 Pages
-------------------------- --------------------------
acquiring or holding such securities; (vi) no Nominee is, or
within the past year was, a party to any contract,
arrangements or understandings with any person with respect to
any securities of the Company, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies;
(vii) no associate of any Nominee owns beneficially, directly
or indirectly, any securities of the Company; (viii) no
Nominee owns beneficially, directly or indirectly, any
securities of any parent or subsidiary of the Company; (ix) no
Nominee or any of his associates was a party to any
transaction, or series of similar transactions, since the
beginning of the Company's last fiscal year, or is a party to
any currently proposed transaction, or series of similar
transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds
$60,000; and (x) no Nominee or any of his associates has any
arrangement or understanding with any person with respect to
any future employment by the Company or its affiliates, or
with respect to any future transactions to which the Company
or any of its affiliates will or may be a party.
B. Each of the Nominees has consented to, among other things,
being named as a nominee in the proxy statement to be filed by
Steel and to serve as a director of the Company if elected.
Such consents are attached hereto as Exhibit B.
(v) OTHER INFORMATION CONCERNING RECORD OWNER AND BENEFICIAL OWNER ON WHOSE
BEHALF REQUEST FOR SPECIAL MEETING IS BEING MADE
A. NAME AND ADDRESS
RECORD OWNER
Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
BENEFICIAL OWNER
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
B. CLASS AND NUMBER OF SHARES OWNED
608,301 Shares of Common Stock are beneficially owned by Steel
and held of record by Cede & Co.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 27 of 41 Pages
-------------------------- --------------------------
C. REPRESENTATIONS
The attached cover letter from Cede & Co. is deemed to satisfy
the requirement for a representation from Cede & Co. that it
is the holder of record of the Shares entitled to vote at the
Special Meeting. Steel represents that it intends to appear in
person or by proxy at the Special Meeting to propose the
business and nomination described herein.
D. RECORD DATE AND MEETING DATE
Steel requests that the Board of Directors fix a record date
and a meeting date for the Special Meeting.
To the extent that the Company takes any action to increase the size of
the Board of Directors to more than six (6) directors, Steel reserves the right
to nominate additional nominees to be elected to the Board of Directors at the
Special Meeting. Additional nominations made pursuant to the preceding sentence
are without prejudice to the position of Steel that any attempt to increase the
size of the current Board of Directors constitutes an unlawful manipulation of
the Company's corporate machinery. If this letter shall be deemed for any reason
by a court of competent jurisdiction to be ineffective with respect to the
calling of the Special Meeting or the nomination of any of the Nominees at the
Special Meeting, or if any individual Nominee shall be unable to serve for any
reason, this letter shall continue to be effective with respect to the remaining
Nominee(s) and as to any replacement Nominee(s) selected by Steel.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein
Managing Member
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 28 of 41 Pages
-------------------------- --------------------------
EXHIBIT A
TRANSACTIONS IN SECURITIES OF NOVOSTE CORPORATION
DURING THE PAST TWO YEARS
(ALL INFORMATION IN THE TABLE BELOW DOES NOT REFLECT THE ONE-FOR-FOUR
REVERSE STOCK SPLIT EFFECTED ON NOVEMBER 4, 2005)
CLASS QUANTITY PRICE PER DATE OF
OF SECURITY PURCHASED / (SOLD) UNIT ($) TRANSACTION
----------------- ----------------------- --------------- -------------------
J.L. HOWARD, INC.
-----------------
Common Stock 5,000 2.74 04/08/04
Common Stock 3,620 2.56 06/29/04
Common Stock 5,300 2.90 07/07/04
Common Stock 5,000 1.98 07/30/04
Common Stock (18,997) 1.45 10/19/04
Common Stock 53 1.05 02/22/05
Common Stock 600 1.05 02/22/05
Common Stock 2,000 0.86 06/14/05
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 29 of 41 Pages
-------------------------- --------------------------
EXHIBIT B
NOMINEE CONSENTS
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 30 of 41 Pages
-------------------------- --------------------------
JACK HOWARD
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ Jack Howard
Jack Howard
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 31 of 41 Pages
-------------------------- --------------------------
JAMES HENDERSON
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ James Henderson
James Henderson
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 32 of 41 Pages
-------------------------- --------------------------
JOHN QUICKE
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ John Quicke
John Quicke
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 33 of 41 Pages
-------------------------- --------------------------
JOSHUA SCHECHTER
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ Joshua Schechter
Joshua Schechter
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 34 of 41 Pages
-------------------------- --------------------------
HARVEY BAZAAR
13 SKYLINE DRIVE
NORTH CALDWELL, NEW JERSEY 07006
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ Harvey Bazaar
Harvey Bazaar
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 35 of 41 Pages
-------------------------- --------------------------
LEONARD TOBOROFF
39 N. MOORE
NEW YORK, NEW YORK 10013
January 6, 2006
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Novoste
Corporation ("Novoste") at the special meeting of shareholders to be called by
Novoste at the request of Steel, or any other meeting of shareholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Special Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Special
Meeting, and (iii) serving as a director of Novoste if elected at the Special
Meeting.
Very truly yours,
/s/ Leonard Toboroff
Leonard Toboroff
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 36 of 41 Pages
-------------------------- --------------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2006 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 37 of 41 Pages
-------------------------- --------------------------
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of December, 2005.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
-------------------------------- /s/ Warren G. Lichtenstein
Warren G. Lichtenstein ------------------------------------
Managing Member Warren G. Lichtenstein
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 38 of 41 Pages
-------------------------- --------------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2006 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 39 of 41 Pages
-------------------------- --------------------------
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of December, 2005.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
-------------------------------- /s/ Warren G. Lichtenstein
Warren G. Lichtenstein ------------------------------------
Managing Member Warren G. Lichtenstein
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 40 of 41 Pages
-------------------------- --------------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with any rules or regulations including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2006 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
-------------------------- --------------------------
CUSIP No. 67010C209 13D Page 41 of 41 Pages
-------------------------- --------------------------
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of December, 2005.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
-------------------------------- /s/ Warren G. Lichtenstein
Warren G. Lichtenstein ------------------------------------
Managing Member Warren G. Lichtenstein