1
|
NAME
OF REPORTING PERSON
NEWCASTLE
PARTNERS, L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
TEXAS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
TEXAS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
TEXAS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
MARK
E. SCHWARZ
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,480,768
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
19,480,768
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,480,768
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JOHN
P. MURRAY
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
50,000
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
50,000
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
|
||
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
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
|
99.1
|
Purchase
Agreement dated August 25, 2008 by and between New Century Equity Holdings
Corp. and Newcastle Partners, L.P.
|
|
99.2
|
Form
of Registration Rights Agreement by and between New Century Equity
Holdings Corp. and Newcastle Partners,
L.P.
|
|
99.3
|
Mutual
Support Agreement dated August 25, 2008 by and among Newcastle Partners,
L.P., Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family
Investments, L.P.
|
Dated:
August 27, 2008
|
NEWCASTLE
PARTNERS, L.P.
|
|
By:
|
Newcastle
Capital Management, L.P.,
its
General Partner
|
|
By:
|
Newcastle
Capital Group, L.L.C.,
its
General Partner
|
|
By:
|
/s/
Mark E. Schwarz
|
|
Mark
E. Schwarz, Managing Member
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
||
By:
|
Newcastle
Capital Group, L.L.C.,
its
General Partner
|
|
By:
|
/s/
Mark E. Schwarz
|
|
Mark
E. Schwarz, Managing Member
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
||
By:
|
/s/
Mark E. Schwarz
|
|
Mark
E. Schwarz, Managing Member
|
/s/
Mark E. Schwarz
|
|
MARK
E. SCHWARZ
|
/s/
John P. Murray
|
|
JOHN
P. MURRAY
|