sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O02uKop0N0/Wj1kse9znIOn1/2ggmcTib2Bn0XnJ3eeJudP64tp/4SBGKFiHKR2E G0ODJuyeY6al11DZwhoNEw== 0000921895-05-001061.txt : 20050711 0000921895-05-001061.hdr.sgml : 20050711 20050705172522 ACCESSION NUMBER: 0000921895-05-001061 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEROKEE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001090069 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 954745032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79718 FILM NUMBER: 05938034 BUSINESS ADDRESS: STREET 1: 2841 DOW AVENUE CITY: TUSIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7145446665 MAIL ADDRESS: STREET 1: 2841 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 FORMER COMPANY: FORMER CONFORMED NAME: CHEROKEE INTERNATIONAL FINANCE INC DATE OF NAME CHANGE: 19990708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D 1 sc13db01874000_06242005.htm 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. )1

                       Cherokee International Corporation
                       -----------------------------------
                                (Name of Issuer)

                          Common Stock, $.001 Par Value
                          ----------------------------
                         (Title of Class of Securities)

                                    164450108
                                    ---------
                                 (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)

                                  June 24, 2005
                                  -------------
             (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 14 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. 164450108                   13D                     Page 2 of 14 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) /_/
                                                                      (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                   2,179,513
  OWNED BY
  EACH REPORTING
  PERSON WITH
                  --------------------------------------------------------------
                      8     SHARED VOTING POWER

                                 - 0 -
                  --------------------------------------------------------------
                      9     SOLE DISPOSITIVE POWER

                                 2,179,513
                  --------------------------------------------------------------
                      10    SHARED DISPOSITIVE POWER

                                 - 0 -
- --------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                            2,179,513
- --------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES*                                          /_/
- --------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                            11.3%
- --------------------------------------------------------------------------------
     14           TYPE OF REPORTING PERSON*

                            PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 3 of 14 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) /_/
                                                                      (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                   2,179,513
  OWNED BY
  EACH REPORTING
  PERSON WITH
                  --------------------------------------------------------------
                      8     SHARED VOTING POWER

                                 - 0 -
                  --------------------------------------------------------------
                      9     SOLE DISPOSITIVE POWER

                                 2,179,513
                  --------------------------------------------------------------
                      10    SHARED DISPOSITIVE POWER

                                 - 0 -
- --------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                            2,179,513
- --------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES*                                          /_/
- --------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                            11.3%
- --------------------------------------------------------------------------------
     14           TYPE OF REPORTING PERSON*

                            OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 4 of 14 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) /_/
                                                                      (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                   2,179,513
  OWNED BY
  EACH REPORTING
  PERSON WITH
                  --------------------------------------------------------------
                      8     SHARED VOTING POWER

                                 - 0 -
                  --------------------------------------------------------------
                      9     SOLE DISPOSITIVE POWER

                                 2,179,513
                  --------------------------------------------------------------
                      10    SHARED DISPOSITIVE POWER

                                 - 0 -
- --------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                            2,179,513
- --------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES*                                          /_/
- --------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                            11.3%
- --------------------------------------------------------------------------------
     14           TYPE OF REPORTING PERSON*

                            IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 5 of 14 Pages
- --------------------                                         -------------------


          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 $.001
(the  "Shares"),  of Cherokee  International  Corporation  (the  "Issuer").  The
address of the  principal  executive  offices of the Issuer is 2841 Dow  Avenue,
Tustin, California 92780.

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,  L.L.C., 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."

          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.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

          (b) The principal  business  address of each  Reporting  Person is 590
Madison Avenue, 32nd Floor, New York, New York 10022.

          (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.

          (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) Mr. 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 2,179,513  Shares owned by Steel
Partners II is $9,062,410,  including brokerage commissions. The Shares owned by
Steel Partners II were acquired with partnership funds.



- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 6 of 14 Pages
- --------------------                                         -------------------


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  19,206,207  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 April 3, 2005, as filed with the  Securities and
Exchange Commission on May 18, 2005.

          As of the  close  of  business  on July 1,  2005,  Steel  Partners  II
beneficially  owned 2,179,513 Shares,  constituting  approximately  11.3% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially  own the 2,179,513  Shares owned by Steel Partners
II,  constituting  approximately  11.3% of the Shares  outstanding.  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 2,179,513  Shares owned by Steel Partners II,  constituting
approximately 11.3% of the Shares outstanding.  Mr. Lichtenstein has sole voting
and  dispositive  power with  respect  to the  2,179,513  Shares  owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.

          (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
reported in this Schedule 13D.



- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 7 of 14 Pages
- --------------------                                         -------------------


          (c)  Schedule A annexed  hereto lists all  transactions  in the Shares
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.

          (e) Not applicable.

Item 6.   Contracts, Arrangements, Understandings or  Relationships With Respect
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          Other than as described 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.
          --------------------------------

          1.        Joint Filing Agreement by and among Steel Partners II, L.P.,
                    Steel Partners,  L.L.C.  and  Warren G. Lichtenstein,  dated
                    July 5, 2005.

          2.        Powers of Attorney.


- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 8 of 14 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: July 5, 2005        STEEL PARTNERS II, L.P.

                           By: Steel Partners, L.L.C.
                               General Partner

                           By: /s/ Steven Wolosky
                               -------------------------------------------------
                               Steven Wolosky
                               as Attorney In Fact for Warren G. Lichtenstein,
                               Managing Member


                           STEEL PARTNERS, L.L.C.

                           By: /s/ Steven Wolosky
                               -------------------------------------------------
                               Steven Wolosky
                               as Attorney In Fact for Warren G. Lichtenstein,
                               Managing Member

                           /s/ Steven Wolosky
                           -----------------------------------------------------
                           STEVEN WOLOSKY
                           as Attorney In Fact for Warren G. Lichtenstein,
                           Individually



- --------------------                                         -------------------
CUSIP No. 164450108                   13D                     Page 9 of 14 Pages
- --------------------                                         -------------------


                                   SCHEDULE A

               Transactions in the Shares During the Past 60 Days
               --------------------------------------------------

  Shares of Common Stock           Price Per                       Date of
        Purchased                   Share($)                       Purchase
        ---------                   --------                       --------

                             STEEL PARTNERS II, L.P.
                             -----------------------
         169,300                     5.4594                        5/10/05
          49,620                     5.2867                        5/11/05
          12,000                     5.1142                        5/12/05
           5,000                     4.1500                        5/13/05
          25,000                     4.0000                        5/19/05
             700                     4.0000                        5/20/05
          47,513                     3.9972                        5/23/05
           8,730                     3.9808                        5/24/05
           5,000                     3.9700                        5/25/05
           3,756                     4.0000                        6/02/05
          30,200                     3.9000                        6/10/05
          89,442                     3.9521                        6/13/05
           5,000                     3.8700                        6/14/05
           5,000                     3.8900                        6/15/05
          65,000                     3.8992                        6/16/05
          35,920                     3.9000                        6/17/05
         102,191                     3.8963                        6/20/05
             289                     3.8000                        6/21/05
         175,200                     3.7698                        6/22/05
           5,000                     3.6800                        6/23/05
          22,652                     3.6451                        6/24/05
         219,000                     3.7932                        6/28/05
         768,000                     3.7855                        6/30/05
         230,000                     3.8100                        7/01/05

                             STEEL PARTNERS, L.L.C.
                             ----------------------
                                      None

                             WARREN G. LICHTENSTEIN
                             ----------------------
                                      None




- --------------------                                         -------------------
CUSIP No. 164450108                   13D                    Page 10 of 14 Pages
- --------------------                                         -------------------


                                  EXHIBIT INDEX

          Exhibit                                                           Page
          -------                                                           ----

1.        Joint Filing Agreement by and among Steel Partners                11
          II, L.P.,  Steel  Partners,  L.L.C.  and Warren G.
          Lichtenstein, dated July 5, 2005.

2.        Powers of Attorney.                                            12-14



- --------------------                                         -------------------
CUSIP No. 164450108                   13D                    Page 11 of 14 Pages
- --------------------                                         -------------------


                             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  July 5,  2005
(including  amendments  thereto)  with  respect to the Common  Stock of Cherokee
International  Corporation.  This Joint  Filing  Agreement  shall be filed as an
Exhibit to such Statement.


Dated: July 5, 2005        STEEL PARTNERS II, L.P.

                           By: Steel Partners, L.L.C.
                               General Partner

                           By: /s/ Steven Wolosky
                               -------------------------------------------------
                               Steven Wolosky
                               as Attorney In Fact for Warren G. Lichtenstein,
                               Managing Member


                           STEEL PARTNERS, L.L.C.

                           By: /s/ Steven Wolosky
                               -------------------------------------------------
                               Steven Wolosky
                               as Attorney In Fact for Warren G. Lichtenstein,
                               Managing Member

                           /s/ Steven Wolosky
                           -----------------------------------------------------
                           STEVEN WOLOSKY
                           as Attorney In Fact for Warren G. Lichtenstein,
                           Individually



- --------------------                                         -------------------
CUSIP No. 164450108                   13D                    Page 12 of 14 Pages
- --------------------                                         -------------------



                                POWER OF ATTORNEY

            Know all by these presents,  that 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  Schedules 13D
required to be filed under Section 13(d) of the Securities  Exchange Act of 1934
and the rules thereunder;

            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
Schedule  13D,  complete and execute any amendment or  amendments  thereto,  and
timely file such form with the United States Securities and Exchange  Commission
and any stock exchange or similar authority; and

            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 Section 13(d) of the Securities Exchange Act of 1934.

            This Power of Attorney  shall  remain in full force and effect until
the  undersigned  is no longer  required to file  Schedules  13D 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 June, 2005.


                                        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. 164450108                   13D                    Page 13 of 14 Pages
- --------------------                                         -------------------




                                POWER OF ATTORNEY

            Know all by these presents,  that 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  Schedules 13D
required to be filed under Section 13(d) of the Securities  Exchange Act of 1934
and the rules thereunder;

            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
Schedule  13D,  complete and execute any amendment or  amendments  thereto,  and
timely file such form with the United States Securities and Exchange  Commission
and any stock exchange or similar authority; and

            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 Section 13(d) of the Securities Exchange Act of 1934.

            This Power of Attorney  shall  remain in full force and effect until
the  undersigned  is no longer  required to file  Schedules  13D 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 29th day of June, 2005.


                                           STEEL PARTNERS, L.L.C.



                                           By: /s/ Warren G. Lichtenstein
                                               ------------------------------
                                               Warren G. Lichtenstein,
                                               Managing Member





- --------------------                                         -------------------
CUSIP No. 164450108                   13D                    Page 14 of 14 Pages
- --------------------                                         -------------------


                                POWER OF ATTORNEY

            Know all by these presents,  that 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  Schedules 13D
required to be filed under Section 13(d) of the Securities  Exchange Act of 1934
and the rules thereunder;

            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
Schedule  13D,  complete and execute any amendment or  amendments  thereto,  and
timely file such form with the United States Securities and Exchange  Commission
and any stock exchange or similar authority; and

            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 Section 13(d) of the Securities Exchange Act of 1934.

            This Power of Attorney  shall  remain in full force and effect until
the  undersigned  is no longer  required to file  Schedules  13D 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 29th day of June, 2005.


                                                /s/ Warren G. Lichtenstein
                                                --------------------------
                                                WARREN G. LICHTENSTEIN
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