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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) (2) | $ 2.93 | 12/07/2010 | A | 1 (2) | (3) | (4) | Common Stock, $.001 Par Value | 12,500 | $ 0 | 1 (2) | D (1) | ||||
| Restricted Stock Unit (5) | $ 0 | 12/07/2010 | A | 1 (5) | (6) | (7) | Common Stock, $.001 Par Value | 12,500 | $ 0 | 1 (5) | D (1) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOWARD JACK L C/O STEEL PARTNERS II L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | See Footnote No. 2 | ||
| /s/ Howard, Jack L. | 12/09/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Reporting Person is also a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock. |
| (2) | Represents a Non-Qualified Stock Option under the Issuer's 2006 Director Plan covering 12,500 shares of the Issuer's common stock. |
| (3) | The Option vests in four equal quarterly installments with the first vesting being March 7, 2011, such that the Option shall be fully vested on the earlier of December 7, 2011 or the date the Reporting Person ceases to be a member of the Board of Directors of the Issuer (the "Board"). |
| (4) | The term of the Option commences on December 7, 2010 and expires upon the earliest of (a) December 7, 2020 or (b) three (3) months after the date that the Reporting Person ceases to be a member of the Board; provided that if the Reporting Person ceases to be a member of the Board due to his death or Disability (as such term is defined in the Issuer's 2006 Director Plan), then one year after so ceasing to be a member of the Board. |
| (5) | Represents a Restricted Stock Unit under the Issuer's 2006 Director Plan covering 12,500 shares of the Issuer's common stock. |
| (6) | The Unit vests on the earlier of (i) December 7, 2011 or (ii) the date the Reporting Person ceases to be a member of the Board for any reason, including as a result of his death or Disability. |
| (7) | The Unit expires upon the date the Unit vests and the shares of common stock are settled and issued. |