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)1
Johnson
Outdoors
Inc.
(Name
of
Issuer)
Class
A Common Stock, par
value $0.05
(Title
of
Class of Securities)
479167108
(CUSIP
Number)
STEVE
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)
December
28,
2007
(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 o.
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.
479167108
|
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
449,914
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
449,914
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,914
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO.
479167108
|
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
449,914
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
449,914
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,914
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO.
479167108
|
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
449,914
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
449,914
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,914
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO.
479167108
|
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
449,914
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
449,914
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,914
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO.
479167108
|
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
449,914
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
449,914
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,914
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO.
479167108
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 shall be deemed
to amend and restate in their entirety Items 2, 3 and 5, add to Item
6 the
existence of a new joint filing agreement among the Reporting Persons
and add
additional exhibits to Item 7 of the Schedule 13D. The primary
purpose of amending the Schedule 13D is to reflect the change in name
of Steel
Partners, L.L.C. to Steel Partners II GP LLC and to add Steel Partners
II Master
Fund L.P. and Steel Partners LLC as Reporting Persons as a result of
a
reorganization of the Reporting Persons and their affiliates that was
completed
on December 28, 2007.
|
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 449,914 Shares owned by Steel Partners
II is
approximately $8,699,400, including brokerage commissions. The Shares
owned by Steel Partners II were acquired with partnership funds.
7
CUSIP
NO.
479167108
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
5.
|
Interest
in Securities
of the Issuer.
|
(a)
The aggregate percentage of Shares reported owned by each person named
herein is
based upon 7,959,617 Shares outstanding, which is the total number of
Shares
outstanding as reported in the Issuer’s annual report on Form 10-K for the
fiscal year ended September 28, 2007 filed with the Securities and Exchange
Commission on December 12, 2007.
As
of the
close of business on December 28, 2007, Steel Partners II beneficially
owned
449,914 Shares, constituting approximately 5.7% 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)
There have been no transactions in securities of the Issuer during the
past 60
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.
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.
|
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 December 28, 2007.
|
|
|
99.2
|
2008
Powers of Attorney.
|
8
CUSIP
NO.
479167108
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:
December 28, 2007
|
STEEL PARTNERS II, L.P. | ||
| By: |
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
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/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
|||
| /s/ Lauren Isenman | |||
|
LAUREN
ISENMAN
as
Attorney-In-Fact for Warren G. Lichtenstein
|
|||
9
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 December 28, 2007 (including
amendments thereto) with respect to the Common Stock of Johnson Outdoors
Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
|
Dated:
December 28, 2007
|
STEEL PARTNERS II, L.P. | ||
| By: |
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
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/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
/s/ Lauren Isenman | ||
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
|||
| /s/ Lauren Isenman | |||
|
LAUREN
ISENMAN
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
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,
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 28th day of December, 2007.
|
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
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 28th day of December, 2007.
|
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 28th day of December, 2007.
|
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 28th day of December, 2007.
|
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
|
||||