SC 13D/A 1 sc13da3004197031_06062012.htm AMENDMENT NO. 30 TO THE SCHEDULE 13D sc13da3004197031_06062012.htm
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. 30)1

DGT Holdings Corp.
(Name of Issuer)

Common Stock, par value $0.10
(Title of Class of Securities)

23328R107
(CUSIP Number)
 
Warren G. Lichtenstein
Steel Partners Holdings 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)

June 6, 2012
(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. 23328R107
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS HOLDINGS 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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,977,023
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,977,023
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,977,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
51.5%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
SPH GROUP 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
 
- 0 -
8
SHARED VOTING POWER
 
1,977,023
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,977,023
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,977,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
51.5%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
SPH GROUP HOLDINGS 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
 
- 0 -
8
SHARED VOTING POWER
 
1,977,023
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,977,023
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,977,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
51.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS HOLDINGS GP INC.
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
 
- 0 -
8
SHARED VOTING POWER
 
1,977,023
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,977,023
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,977,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
51.5%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
JOHN J. QUICKE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
37,000 *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
37,000 *
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,000 *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 12,000 Shares underlying options that are exercisable within 60 days of the date hereof.
 
6

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
JACK L. HOWARD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
37,510 *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
37,510 *
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,510 *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 500 Shares underlying options that are exercisable within 60 days of the date hereof.
 
7

 
CUSIP NO. 23328R107
 
1
NAME OF REPORTING PERSON
 
EMH HOWARD, LLC
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
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
35,975
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
35,975
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,975
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 23328R107

The following constitutes Amendment No. 30 to the Schedule 13D filed by the undersigned (“Amendment No. 30”).  This Amendment No. 30 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Paragraph 3 of Item 2(a) is hereby amended and restated to read as follows:
 
Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Steel Holdings GP.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 1,977,023 Shares owned directly by SPHG Holdings is approximately $16,279,241, including brokerage commissions.  The Shares owned directly by SPHG Holdings were acquired with funds of SPHG Holdings and an affiliated entity that initially purchased a portion of the Shares prior to being contributed to SPHG Holdings.
 
The aggregate purchase price of the 35,975 Shares owned by EMH is approximately $252,185, including brokerage commissions.  The Shares owned by EMH were acquired with the working capital of EMH.
 
The aggregate purchase price of the 1,035 Shares owned directly by Mr. Howard is approximately $13,300, including brokerage commissions.  The Shares owned directly by Mr. Howard were acquired with personal funds.  Mr. Howard also owns options that are exercisable within 60 days of the date hereof to purchase 500 Shares awarded to him in his capacity as a director of the Issuer.
 
Mr. Quicke owns options that are exercisable within 60 days of the date hereof to purchase 12,000 Shares and 25,000 restricted Shares awarded to him in his capacity as President and Chief Executive Officer and a director of the Issuer.
 
SPHG Holdings 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.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 3,839,468 Shares outstanding, which is the total number of Shares outstanding as of March 1, 2012 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 9, 2012.
 
 
9

 
CUSIP NO. 23328R107
 
As of the close of business on June 7, 2012, SPHG Holdings owned directly 1,977,023 Shares, constituting approximately 51.5% of the Shares outstanding.  By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
 
As of the close of business on June 7, 2012, EMH owned directly 35,975 Shares, constituting less than 1% of the Shares outstanding.  By virtue of his relationship with EMH discussed in further detail in Item 2, Jack L. Howard may be deemed to beneficially own the Shares owned by EMH.  Mr. Howard beneficially owns an additional 1,035 Shares and 500 Shares issuable upon the exercise of options, which, together with the 35,975 Shares owned by EMH that Mr. Howard may also be deemed to beneficially own, constitutes less than 1% of the Shares outstanding.
 
As of the close of business on June 7, 2012, John J. Quicke beneficially owned 25,000 restricted Shares and an additional 12,000 Shares issuable upon the exercise of options, constituting less than 1% of the Shares outstanding.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On June 6, 2012, Steel Holdings entered into an agreement (the “Stockholder Agreement”) with Ultra Electronics Defense, Inc. (“UEDI”) in connection with the entry by UEDI into an asset purchase agreement (the “Purchase Agreement”) with the Issuer and RFI Corporation, a wholly-owned subsidiary of the Issuer (“RFI”).  The Purchase Agreement provides for the purchase by UEDI from RFI of substantially all of the assets of RFI upon the terms and subject to the conditions set forth therein.  Pursuant to the terms of the Stockholder Agreement, Steel Holdings agreed to appear in person or by proxy at any meeting called for purposes that include the approval and adoption of the Purchase Agreement and the consummation of the transactions contemplated thereby (the “Contemplated Transactions”) or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Purchase Agreement and Contemplated Transactions is sought by the Issuer and vote: (i) in favor of the approval and adoption of the Purchase Agreement and the Contemplated Transactions; (ii) against any proposal made in opposition to, or in competition with, approval and/or adoption of the Purchase Agreement and the Contemplated Transactions; and (iii) against any other action that is intended, or would reasonably be expected to, materially impede, interfere with, delay, postpone, discourage or adversely affect the approval and adoption of the Purchase Agreement and the Contemplated Transactions.  Notwithstanding the foregoing, Steel Holdings shall remain free to vote (or execute consents or proxies with respect to) the securities of the Issuer with respect to any matter not covered by the Stockholder Agreement in any manner it deems appropriate.
 
Steel Holdings also agreed that it will not, prior to the termination of the Stockholder Agreement: (i) transfer, assign, sell, gift-over, pledge, encumber, hypothecate, exchange or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of any or all of the securities of the Issuer, including any additional securities of the Issuer which it may subsequently acquire, including all additional equity securities which may be issued to it upon the exercise of any options, warrants or other securities convertible into or exchangeable for securities of the Issuer (all such securities of the Issuer, “Subject Securities”) or any right or interest therein, or consent to any of the foregoing (any such action, a “Transfer”); (ii) enter into any derivative arrangement with respect to, or create or suffer to exist any liens or encumbrances with respect to, any or all of the Subject Securities or any right or interest therein; (iii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iv) grant any proxy, power-of-attorney or other authorization or consent with respect to any Subject Securities with respect to any matter that is, or that could be exercised in a manner, inconsistent with the transactions contemplated by the Purchase Agreement and the Stockholder Agreement or the provisions thereof; (v) deposit any Subject Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any Subject Securities; or (vi) enter into any contract or agreement that would be breached by, or take any other action that would reasonably be expected to prevent or delay, Steel Holdings’ compliance with its obligations under the Stockholder Agreement.
 
 
10

 
CUSIP NO. 23328R107
 
Pursuant to the terms of the Stockholder Agreement, Steel Holdings granted to UEDI, and each of its officers and directors, an irrevocable proxy to vote the Subject Securities as set forth in the Stockholder Agreement.
 
The foregoing description of the Stockholder Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholder Agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Stockholder Agreement, dated June 6, 2012, by and among Ultra Electronics Defense, Inc. and Steel Partners Holdings L.P.
 
 
11

 
CUSIP NO. 23328R107
 
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:           June 8, 2012
STEEL PARTNERS HOLDINGS L.P.
   
 
By:
Steel Partners Holdings GP Inc.
General Partner
   
 
By:
/s/ Jack L. Howard 
   
Jack L. Howard, President
     
     
 
SPH GROUP LLC
   
 
By:
Steel Partners Holdings GP Inc.
Managing Member
   
 
By:
/s/ Jack L. Howard 
   
Jack L. Howard, President
     
     
 
SPH GROUP HOLDINGS LLC
   
 
By:
Steel Partners Holdings GP Inc.
Manager
   
 
By:
/s/ Jack L. Howard 
   
Jack L. Howard, President
     
     
 
STEEL PARTNERS HOLDINGS GP INC.
   
 
By:
/s/ Jack L. Howard 
   
Jack L. Howard, President
   
   
  /s/ John J. Quicke
 
JOHN J. QUICKE
   
   
  /s/ Jack L. Howard 
 
JACK L. HOWARD
   
   
 
EMH HOWARD, LLC
   
 
By:
/s/ Jack L. Howard 
   
Jack L. Howard
Managing Member
 
 
12

 
CUSIP NO. 23328R107
 
SCHEDULE A
 
Executive Officers and Directors of Steel Partners Holdings GP Inc.
 
Name and Position
 
Present Principal Occupation
 
Business Address
         
Warren G. Lichtenstein, Chairman,
Chief Executive Officer and Director
 
Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
 
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jack L. Howard,
President and Director
 
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
 
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
James F. McCabe, Jr.,
Chief Financial Officer
 
Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
 
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Leonard J. McGill,
Senior Vice President,
General Counsel and Secretary
 
Senior Vice President, General Counsel and Secretary of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
 
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Anthony Bergamo,
Director
 
Vice Chairman of MB Real Estate, a property management company
 
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
         
John P. McNiff,
Director
 
Partner of Mera Capital Management LP, a private investment partnership
 
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
         
Joseph L. Mullen,
Director
 
Managing Partner of Li Moran International, Inc., a management consulting company
 
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
         
General Richard I. Neal,
Director
 
President of Sisvel US, Inc. and Audio MPEG, Inc., licensors of intellectual property
 
c/o Sisvel US, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
         
Allan R. Tessler,
Director
 
Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
 
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014