UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. )1
Unisys
Corporation
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
909214108
(CUSIP
Number)
Warren G.
Lichtenstein
Steel
Partners II, L.P.
590
Madison Avenue, 32nd Floor
New York,
New York 10022
(212)
520-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 24,
2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
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
(“Act”) 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. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, 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
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,481,110
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,481,110
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND 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
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,481,110
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
19,481,110
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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
19,481,110
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
19,481,110
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,481,110
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 909214108
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
|
Item
1.
|
Security and
Issuer.
|
This
statement relates to shares of the Common Stock, par value $0.01 per share (the
“Shares”), of Unisys Corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is Unisys Way, Blue Bell, Pennsylvania
19424.
|
Item
2.
|
Identity and
Background.
|
(a) This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners II GP LLC, a Delaware limited liability
company (“Steel GP LLC”), Steel Partners II Master Fund L.P., a Cayman Islands
exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware
limited liability company (“Partners LLC”) and Warren G.
Lichtenstein. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Steel
Master is the sole limited partner of Steel Partners II. Steel GP LLC
is the general partner of Steel Partners II and Steel
Master. Partners LLC is the investment manager of Steel Partners II
and Steel Master. Warren G. Lichtenstein is the manager of Partners
LLC and the managing member of Steel GP LLC. By virtue of these
relationships, each of Steel GP LLC, Steel Master, Partners LLC and Mr.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
(b) The
principal business address of each of Steel Partners II, Steel GP LLC, Partners
LLC and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New
York 10022. The principal business address of Steel Master is c/o
Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary
Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
(c) The
principal business of Steel Partners II, Steel Master and Warren G. Lichtenstein
is investing in securities. The principal business of Steel GP LLC is
serving as the general partner of Steel Partners II and Steel
Master. The principal business of Partners LLC is serving as the
investment manager of Steel Partners II and Steel Master.
(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) Warren
G. Lichtenstein is a citizen of the United States of America.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
The
aggregate purchase price of the 19,481,110 Shares owned by Steel Partners II is
approximately $80,172,568, including brokerage commissions. The
Shares owned by Steel Partners II were acquired with partnership
funds.
7
CUSIP
NO. 909214108
Steel
Partners II effects purchases of securities primarily through margin accounts
maintained for it with prime brokers, which may extend margin credit to it as
and when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and the prime
brokers’ credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the accounts.
|
Item
4.
|
Purpose of
Transaction.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. Steel Partners II intends to
review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. Depending on
various factors including, without limitation, the Issuer’s financial position
and investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, Steel Partners
II may in the future take such actions with respect to its investment in the
Issuer as it deems appropriate including, without limitation, seeking Board
representation, making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer, purchasing
additional Shares, selling some or all of its Shares, engaging in short selling
of or any hedging or similar transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item
4.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 359,564,203 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 June 30, 2008 filed with the Securities and Exchange Commission on
August 7, 2008.
As of the
close of business on October 2, 2008, Steel Partners II beneficially owned
19,481,110 Shares, constituting approximately 5.4% of the Shares
outstanding. By virtue of their relationships with Steel Partners II
discussed in further detail in Item 2, each of Steel GP LLC, Steel Master,
Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the
Shares owned by Steel Partners II.
(b) Each
of the Reporting Persons may be deemed to have the sole power to vote and
dispose of the Shares reported in this Schedule 13D.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market.
(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.
8
CUSIP
NO. 909214108
(e) Not
applicable.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any
securities covered by this Schedule 13D.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Pursuant
to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments thereto. Except as set forth herein,
there are no contracts, arrangements, understandings or relationships among the
Reporting Persons, or between the Reporting Persons and any other person, with
respect to the securities of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
99.1
|
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners II
GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC and Warren
G. Lichtenstein, dated October 3, 2008.
|
|
|
99.2
|
2008
Powers of Attorney.
|
9
CUSIP
NO. 909214108
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:
October 3, 2008
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
10
CUSIP
NO. 909214108
SCHEDULE
A
Transactions in the
Securities of the Issuer During the Past 60 Days
|
Class
of
Security
|
Securities
Purchased /
(Sold)
|
Price
Per
Share
($)
|
Date
of
Purchase /
Sale
|
STEEL PARTNERS II,
L.P.
|
Common
Stock
|
200,000
|
3.6857
|
08/01/08
|
|
|
Common
Stock
|
(200,000)
|
3.6864
|
08/01/08
|
|
|
Common
Stock
|
400,000
|
3.6396
|
08/04/08
|
|
|
Common
Stock
|
(400,000)
|
3.6468
|
08/04/08
|
|
|
Common
Stock
|
350,000
|
3.7002
|
08/05/08
|
|
|
Common
Stock
|
(350,000)
|
3.7050
|
08/05/08
|
|
|
Common
Stock
|
457,463
|
3.8509
|
08/25/08
|
|
|
Common
Stock
|
240,341
|
3.8349
|
08/26/08
|
|
|
Common
Stock
|
1,357,198
|
3.9458
|
08/27/08
|
|
|
Common
Stock
|
171,200
|
4.1900
|
08/28/08
|
|
|
Common
Stock
|
141,644
|
4.1532
|
08/28/08
|
|
|
Common
Stock
|
360,100
|
4.0876
|
08/29/08
|
|
|
Common
Stock
|
34,400
|
4.1500
|
09/02/08
|
|
|
Common
Stock
|
84,300
|
4.1500
|
09/02/08
|
|
|
Common
Stock
|
336,064
|
4.1783
|
09/03/08
|
|
|
Common
Stock
|
500,000
|
4.1569
|
09/04/08
|
|
|
Common
Stock
|
320,000
|
4.1200
|
09/04/08
|
|
|
Common
Stock
|
425,000
|
4.0224
|
09/05/08
|
|
|
Common
Stock
|
501,689
|
4.0391
|
09/05/08
|
|
|
Common
Stock
|
443,700
|
4.0765
|
09/08/08
|
|
|
Common
Stock
|
385,497
|
4.0679
|
09/09/08
|
|
|
Common
Stock
|
75,400
|
3.7899
|
09/11/08
|
|
|
Common
Stock
|
83,119
|
3.8000
|
09/11/08
|
|
|
Common
Stock
|
100,000
|
3.8000
|
09/12/08
|
|
|
Common
Stock
|
709,691
|
3.8000
|
09/12/08
|
11
CUSIP
NO. 909214108
|
Common
Stock
|
45,800
|
3.0000
|
09/24/08
|
|
|
Common
Stock
|
297,100
|
3.0978
|
09/25/08
|
|
|
Common
Stock
|
520,000
|
3.1000
|
09/25/08
|
|
|
Common
Stock
|
300,000
|
3.0432
|
09/26/08
|
|
|
Common
Stock
|
250,000
|
2.8269
|
09/29/08
|
|
|
Common
Stock
|
100,000
|
2.5184
|
10/02/08
|
STEEL PARTNERS II GP
LLC
None
STEEL PARTNERS II MASTER
FUND L.P.
None
STEEL PARTNERS
LLC
None
WARREN G.
LICHTENSTEIN
None
12
Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D dated October 3, 2008 (including
amendments thereto) with respect to the Common Stock of Unisys
Corporation. This Joint Filing Agreement shall be filed as an Exhibit
to such Statement.
|
Dated:
October 3, 2008
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
Exhibit 99.2
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, 2008
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of
January, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
Warren
G. Lichtenstein
|
||||
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Sanford Antignas 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, 2008
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of
January, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC.
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
Warren
G. Lichtenstein
|
||||
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, 2008
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of
January, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
Warren
G. Lichtenstein
|
||||