0000921895-12-001253.txt : 20120604 0000921895-12-001253.hdr.sgml : 20120604 20120604190724 ACCESSION NUMBER: 0000921895-12-001253 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120531 FILED AS OF DATE: 20120604 DATE AS OF CHANGE: 20120604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BNS HOLDING, INC. CENTRAL INDEX KEY: 0000014637 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12887426 BUSINESS ADDRESS: STREET 1: 61 EAST MAIN STREET STREET 2: SUITE B CITY: LOS GATOS STATE: CA ZIP: 95031 BUSINESS PHONE: 401-848-6310 MAIL ADDRESS: STREET 1: 61 EAST MAIN STREET STREET 2: SUITE B CITY: LOS GATOS STATE: CA ZIP: 95031 FORMER NAME: FORMER CONFORMED NAME: BNS HOLDING , INC. DATE OF NAME CHANGE: 20041214 FORMER NAME: FORMER CONFORMED NAME: BNS CO DATE OF NAME CHANGE: 20010510 3 1 form304197036_05312012.xml OWNERSHIP DOCUMENT X0205 3 2012-05-31 0 0000709804 Steel Excel Inc. SXCL.PK 0000014637 BNS HOLDING, INC. 49 STANTON AVENUE RIVERSIDE RI 02915 0 0 1 0 Common Stock, par value $0.001 2027500 D BNS Holding, Inc. ("BNS") is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. BNS disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. On May 31, 2012, the Issuer acquired all of the capital stock of Sun Well Services, Inc. ("Sun Well"), the operating subsidiary of BNS, pursuant to a Share Acquisition Agreement, dated as of April 30, 2012, by and among the Issuer, BNS, SWH, Inc. and SPHG Group Holdings LLC (the "Acquisition Agreement"). In connection with the Acquisition Agreement, BNS received 2,027,500 shares of Common Stock of the Issuer, valued at $60,825,000, or $30 per share, and approximately $7.9 million of cash. In accordance with the Acquisition Agreement and a plan of complete liquidation and dissolution of BNS that were approved by the stockholders of BNS, after payment or the establishment of a reserve for all of its claims and obligations, BNS intends to distribute in the near future all of its remaining assets, consisting primarily of cash and the shares of Common Stock of the Issuer received in connection with the disposition of Sun Well, to its stockholders. The cash amount will be distributed to BNS stockholders unaffiliated with Steel Partners Holdings L.P. ("Steel Holdings") and its affiliates. The distribution to Steel Holdings and its affiliates will consist of the 2,027,500 shares of Common Stock of the Issuer received in connection with the sale of Sun Well. Shares of Common Stock owned directly by BNS. SPH Group Holdings LLC ("SPHG Holdings") owns approximately 85% of the outstanding shares of Common Stock of BNS. SPH Group LLC ("SPHG") is the sole member of SPHG Holdings. Steel Holdings owns 99% of the membership interests of SPHG. Steel Partners Holdings GP Inc. ("Steel Holdings GP") is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. By virtue of these relationships and SPHG Holdings' ownership of BNS and the distribution of shares of Common Stock of the Issuer described above, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP is deemed to beneficially own the shares of Common Stock of the Issuer owned directly by BNS. By: BNS Holding, Inc., By: /s/ Terry Gibson, President and Chief Executive Officer 2012-06-04