0000921895-12-001402.txt : 20120619 0000921895-12-001402.hdr.sgml : 20120619 20120619183058 ACCESSION NUMBER: 0000921895-12-001402 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120618 FILED AS OF DATE: 20120619 DATE AS OF CHANGE: 20120619 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12916143 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS HOLDINGS L.P. CENTRAL INDEX KEY: 0001452857 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12916141 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: WEBFINANCIAL L.P. DATE OF NAME CHANGE: 20081229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPH Group Holdings LLC CENTRAL INDEX KEY: 0001522066 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12916142 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPH Group LLC CENTRAL INDEX KEY: 0001522067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12916140 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS HOLDINGS L.P. STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners Holdings GP Inc. CENTRAL INDEX KEY: 0001537666 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12916139 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form404197036_06192012.xml OWNERSHIP DOCUMENT X0305 4 2012-06-18 0 0000709804 Steel Excel Inc. SXCL 0001522066 SPH Group Holdings LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001452857 STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001522067 SPH Group LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001537666 Steel Partners Holdings GP Inc. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0000014637 BNS HOLDING, INC. 49 STANTON AVENUE RIVERSIDE RI 02915 0 0 0 1 See Explanation of Responses Common Stock, par value $0.001 2012-06-18 4 J 0 2027500 0 A 6611899 D This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP") and BNS Holding, Inc. ("BNS"). 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 Holdings (the "Acquisition Agreement"). In connection with the Acquisition Agreement, BNS received 2,027,500 shares of Common Stock of the Issuer. On June 18, 2012, in accordance with the Acquisition Agreement and a plan of complete liquidation and dissolution of BNS that were approved by the stockholders of BNS, BNS is distributing 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. In connection therewith, the 2,027,500 shares of Common Stock of the Issuer received by BNS in connection with the sale of Sun Well were distributed to SPHG Holdings. SPHG Holdings owns approximately 85% of the outstanding shares of Common Stock of BNS and had been deemed to beneficially own all shares of Common Stock of the Issuer directly owned by BNS. As a result of such distribution, BNS is no longer subject to the reporting requirements of Section 16 with respect to securities of the Issuer. Shares of Common Stock owned directly by SPHG Holdings, and owned indirectly by SPHG by virtue of it being the sole member of SPHG Holdings, by Steel Holdings by virtue of its ownership of 99% of the membership interests of SPHG, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2012-06-19 By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2012-06-19 By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ James F. McCabe, Jr., Chief Financial Officer 2012-06-19 By: Steel Partners Holdings GP Inc., By: /s/ James F. McCabe, Jr., Chief Financial Officer 2012-06-19 By: BNS Holding, Inc., By: /s/ Terry Gibson, President and Chief Executive Officer 2012-06-19