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. 11)(1)
NOVT CORPORATION
----------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
67010C209
---------
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners II, 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 19, 2006
-------------
(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 25 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. 67010C209 13D Page 2 of 25 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) /X/
(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 905,287
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
905,287
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
905,287
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 3 of 25 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) /X/
(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 905,287
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
905,287
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
905,287
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 4 of 25 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) /X/
(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 905,287
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
905,287
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
905,287
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 5 of 25 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JACK HOWARD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(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 663
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
663
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 6 of 25 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.L. HOWARD, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(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
NEW YORK
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 663
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
663
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 7 of 25 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 8 of 25 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 9 of 25 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSHUA SCHECHTER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
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 - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 10 of 25 Pages
---------------------- ----------------------
The following constitutes Amendment No. 11 ("Amendment No. 11") to the
Schedule 13D filed by the undersigned. This Amendment No. 11 amends the Schedule
13D as specifically set forth.
Item 3 is hereby amended and restated to read as follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 905,287 Shares owned by Steel
Partners II is $9,169,146.50, including brokerage commissions. The Shares owned
by Steel Partners II were acquired with partnership funds.
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 4,083,721 Shares outstanding as reported in the
Issuer's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006,
as filed with the Securities and Exchange Commission on May 11, 2006.
As of the close of business on June 22, 2006, Steel Partners II
beneficially owned 905,287 Shares, constituting approximately 22.2% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 905,287 Shares owned by Steel Partners II,
constituting approximately 22.2% 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 905,287 Shares owned by Steel Partners II, constituting
approximately 22.2% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 905,287 Shares owned by Steel Partners
II by virtue of his authority to vote and dispose of such Shares.
As of the close of business on June 22, 2006, J.L. Howard, Inc.
beneficially owned 663 Shares, constituting less than 1% of the Shares
outstanding. As the sole officer of J.L. Howard, Inc., Mr. Howard may be deemed
to beneficially own the 663 Shares owned by J.L. Howard, Inc. Mr. Howard has
sole voting and dispositive power with respect to the 663 Shares owned by J.L.
Howard, Inc. by virtue of his authority to vote and dispose of such Shares.
Currently, Messrs. Henderson, Quicke and Schechter do not own any
securities of the Issuer.
Item 5(c) is hereby amended to add the following:
For transactions by the Reporting Persons in the Shares during the
last sixty days, see Item 6.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 11 of 25 Pages
---------------------- ----------------------
Item 6 is hereby amended to add the following:
On June 19, 2006, Steel Partners II purchased an aggregate of 25,032
Shares in open market transactions from Charles Larsen and Thomas Weldon, two
former directors of the Issuer, and Cheryl Weldon, the spouse of Mr. Weldon, as
follows:
SELLER SHARES PURCHASED PRICE PER SHARE
--------------------------------------------------------------------------------
Charles Larsen 6,718 $2.25
--------------------------------------------------------------------------------
Thomas Weldon 6,787 $2.25
--------------------------------------------------------------------------------
Cheryl Weldon 11,527 $2.25
--------------------------------------------------------------------------------
On June 19, 2006, pursuant to Stock Purchase Agreements attached
hereto as Exhibits 11 and 12, Steel Partners II purchased an aggregate of 80,918
Shares from Messrs. Larsen and Weldon, as follows:
SELLER SHARES PURCHASED PRICE PER SHARE
--------------------------------------------------------------------------------
Charles Larsen 71,072 $2.25
--------------------------------------------------------------------------------
Thomas Weldon 9,846 $2.25
--------------------------------------------------------------------------------
The acquisitions described above were exempt from the Issuer's
Shareholder Rights Agreement.
Item 7 is hereby amended to add the following exhibits:
11. Stock Purchase Agreement by and between Steel Partners II, L.P.
and Charles Larsen, dated June 19, 2006.
12. Stock Purchase Agreement by and between Steel Partners II, L.P.
and Thomas Weldon, dated June 19, 2006.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 12 of 25 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: June 23, 2006 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
-----------------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
-----------------------------------------------
Lauren Isenman
as Attorney in Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
---------------------------------------------------
LAUREN ISENMAN
as Attorney in Fact for Warren G. Lichtenstein,
Individually
/s/ Jack Howard
---------------------------------------------------
JACK HOWARD
J.L. HOWARD, INC.
By: /s/ Jack Howard
-----------------------------------------------
Jack Howard
President and Chief Financial Officer
/s/ James Henderson
---------------------------------------------------
JAMES HENDERSON
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 13 of 25 Pages
---------------------- ----------------------
/s/ John Quicke
---------------------------------------------------
JOHN QUICKE
/s/ Joshua Schechter
---------------------------------------------------
JOSHUA SCHECHTER
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 14 of 25 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement by and among Steel Partners II, L.P., --
Steel Partners, L.L.C. and Warren G. Lichtenstein, dated
September 26, 2003 (previously filed).
2. Confidentiality and Standstill Agreement by and between --
Novoste Corporation and Steel Partners II, L.P., dated
November 10, 2004 (previously filed).
3. Letter from Steel Partners II, L.P. to Novoste Corporation, --
dated April 4, 2005 (previously filed).
4. Letter from Steel Partners II, L.P. to Novoste Corporation, --
dated September 7, 2005 (previously filed).
5. Letter from Steel Partners II, L.P. to Novoste Corporation, --
dated November 21, 2005 (previously filed).
6. Joint Filing and Solicitation Agreement by and among Steel --
Partners II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, Jack Howard, J.L. Howard, Inc., James
Henderson, John Quicke, Joshua Schechter, Harvey Bazaar and
Leonard Toboroff, dated January 6, 2006 (previously filed).
7. Request for Special Meeting to Novoste Corporation, dated --
January 6, 2006 (previously filed).
8. Powers of Attorney (previously filed). --
9. Settlement Agreement by and among NOVT Corporation, Steel --
Partners II, L.P., J.L. Howard, Inc., Steel Partners,
L.L.C., Warren G. Lichtenstein, Jack L. Howard, John Quicke,
James Henderson, Joshua Schechter, Harvey J. Bazaar, Leonard
Toboroff and "The Novoste Full Value Committee", dated March
16, 2006 (previously filed).
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 15 of 25 Pages
---------------------- ----------------------
10. Press Release dated March 17, 2006 (previously filed). --
11. Stock Purchase Agreement by and between Steel Partners II, 16-20
L.P. and Charles Larsen, dated June 19, 2006.
12. Stock Purchase Agreement by and between Steel Partners II, 21-25
L.P. and Thomas Weldon, dated June 19, 2006.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 16 of 25 Pages
---------------------- ----------------------
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, made and entered into as of June 19, 2006 (the
"Agreement"), by and between Steel Partners II, L.P., a Delaware limited
partnership (the "Purchaser"), and Charles Larsen (the "Seller").
WITNESSETH:
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase, all upon the terms and subject to the conditions set forth
in this Agreement, 71,072 shares of Common Stock, par value $.01 per share (the
"Shares"), of NOVT Corporation (the "Company").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:
1. SALE OF STOCK.
1.1 The Seller hereby sells, and the Purchaser hereby purchases,
the Shares. The Seller hereby agrees to execute and deliver any such
certificates, instruments or documents, and to do and perform such other further
acts as shall be deemed necessary, in order to effect the transfer of the Shares
pursuant to this Agreement.
1.2 The aggregate purchase price for the Shares is $159,912.00
(the "Purchase Price"), payable by certified check or by wire transfer to the
Seller's bank account concurrently with the execution and delivery of this
Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
represents and warrants to the Purchaser as follows:
2.1 OWNERSHIP OF SHARES. The Shares are solely owned by the
Seller, validly issued, fully paid and non-assessable and are free and clear of
any items and all liens, encumbrances, claims, charges and assessments and
subject to no options, agreements, or restrictions with respect to
transferability.
2.2 AUTHORIZATION. The Seller has all requisite power, legal
capacity and authority to enter into this Agreement and to assume and perform
its obligations hereunder. This Agreement when duly executed and delivered by
the Seller will constitute a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
2.3 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Seller in
order to constitute this Agreement as a valid, binding and enforceable
obligation of the Seller in accordance with its terms.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 17 of 25 Pages
---------------------- ----------------------
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows:
3.1 AUTHORIZATION. The Purchaser has all requisite power, legal
capacity and authority to enter into this Agreement and to assume and perform
his obligations hereunder. This Agreement when duly executed and delivered by
the Purchaser will constitute a legal, valid and binding obligation of the
Purchaser, enforceable against him in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
3.2 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Purchaser
in order to constitute this Agreement as a valid, binding and enforceable
obligation of the Purchaser in accordance with its terms.
3.3 INVESTMENT. The Purchaser is acquiring the Shares for his own
account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person or entity has a direct or
indirect beneficial interest in the Shares. The Purchaser does not have any
contract, undertaking, agreement or arrangement with any person or entity to
sell, transfer or grant participations to such person or entity or to any third
person or entity with respect to any of the Shares.
3.4 EXEMPTION FROM REGISTRATION. The Purchaser acknowledges that
the offering and sale of the Shares (the "Offering") is intended to be exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), by virtue of Section 4(1) of the Securities Act. In furtherance thereof,
the Purchaser acknowledges that:
(i) The Purchaser realizes that the basis for the exemption may
not be present if, notwithstanding any representations and/or
warranties to the contrary herein contained, the Purchaser has in mind
merely acquiring the Shares for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise;
(ii) The Purchaser has the financial ability to bear the economic
risk of his investment, has adequate means for providing for his
current needs and personal contingencies and has no need for liquidity
with respect to his investment in the Company; and
(iii) The Purchaser has such knowledge and experience in
financial, and business matters as to be capable of evaluating the
merits and risks of an investment in the Shares.
3.5 TRANSFER RESTRICTIONS. The Purchaser will not sell or
otherwise transfer the Shares without registration under the Securities Act, or
an exemption therefrom, and the Purchaser fully understands and agrees that he
must bear the economic risk of his purchase because, among other reasons, the
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 18 of 25 Pages
---------------------- ----------------------
Shares have not been registered under the Securities Act or under the securities
laws of any state and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered under the
Securities Act and under the applicable securities laws of such states, or
unless exemptions from such registration requirements are available. In
particular, the Purchaser is aware that the Shares are "restricted securities,"
as such term is defined in Rule 144 promulgated under the Securities Act ("Rule
144"), and they may not be sold pursuant to Rule 144 unless all of the
conditions of Rule 144 are met.
3.6 LEGEND. The Purchaser understands and acknowledges that any
stock certificate that may represent any of the Shares shall bear a legend
substantially as follows until (i) such securities shall have been registered
under the Securities Act and effectively been disposed of in accordance with an
effective registration statement thereunder; or (ii) in the opinion of counsel
for the Company such securities may be sold without registration under the
Securities Act as well as any applicable "Blue Sky" or state securities laws:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED
IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."
4. GENERAL PROVISIONS.
4.1 ENTIRE AGREEMENT. Except for that certain letter agreement
between the parties dated June 6, 2006 and as set forth herein, no
representations or warranties have been made to the Purchaser by the Seller, and
in subscribing for the Shares the Purchaser is not relying upon any
representations other than those specifically contained herein. Except for that
certain letter agreement between the parties dated June 6, 2006, this Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written
agreements, if any, between the parties hereto with respect to such subject
matter and, except as otherwise expressly provided herein, is not intended to
confer upon any other person any rights or remedies hereunder. Any amendments
hereto or modifications hereof must be made in writing and executed by each of
the parties hereto.
4.2 WAIVER. Any failure by the Seller or the Purchaser to enforce
any rights hereunder shall not be deemed a waiver of such rights.
4.3 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to conflict of laws principles.
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CUSIP No. 67010C209 13D Page 19 of 25 Pages
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4.4 BINDING EFFECT; ASSIGNMENT. This Agreement and the various
rights and obligations arising hereunder shall inure to the benefit of and be
binding upon the Seller and the Purchaser and their respective successors and
assigns.
4.5 EXPENSES. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses.
4.6 HEADINGS. The headings or captions contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
4.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
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CUSIP No. 67010C209 13D Page 20 of 25 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
PURCHASER:
STEEL PARTNERS II, L.P.
By: STEEL PARTNERS, L.L.C.
its General Partner
By: /s/ Warren Lichtenstein
----------------------------------------
Name: Warren Lichtenstein
Title: Managing Member
SELLER:
/s/ Charles Larsen
---------------------------------------------
CHARLES LARSEN
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CUSIP No. 67010C209 13D Page 21 of 25 Pages
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, made and entered into as of June 19, 2006 (the
"Agreement"), by and between Steel Partners II, L.P., a Delaware limited
partnership (the "Purchaser"), and Thomas Weldon (the "Seller").
WITNESSETH:
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase, all upon the terms and subject to the conditions set forth
in this Agreement, 9,846 shares of Common Stock, par value $.01 per share (the
"Shares"), of NOVT Corporation (the "Company").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:
1. Sale of Stock.
1.1 The Seller hereby sells, and the Purchaser hereby purchases,
the Shares. The Seller hereby agrees to execute and deliver any such
certificates, instruments or documents, and to do and perform such other further
acts as shall be deemed necessary, in order to effect the transfer of the Shares
pursuant to this Agreement.
1.2 The aggregate purchase price for the Shares is $22,153.50
(the "Purchase Price"), payable by certified check or by wire transfer to the
Seller's bank account concurrently with the execution and delivery of this
Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
represents and warrants to the Purchaser as follows:
2.1 OWNERSHIP OF SHARES. The Shares are solely owned by the
Seller, validly issued, fully paid and non-assessable and are free and clear of
any items and all liens, encumbrances, claims, charges and assessments and
subject to no options, agreements, or restrictions with respect to
transferability.
2.2 AUTHORIZATION. The Seller has all requisite power, legal
capacity and authority to enter into this Agreement and to assume and perform
its obligations hereunder. This Agreement when duly executed and delivered by
the Seller will constitute a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
2.3 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Seller in
order to constitute this Agreement as a valid, binding and enforceable
obligation of the Seller in accordance with its terms.
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CUSIP No. 67010C209 13D Page 22 of 25 Pages
---------------------- ----------------------
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows:
3.1 AUTHORIZATION. The Purchaser has all requisite power, legal
capacity and authority to enter into this Agreement and to assume and perform
his obligations hereunder. This Agreement when duly executed and delivered by
the Purchaser will constitute a legal, valid and binding obligation of the
Purchaser, enforceable against him in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
3.2 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Purchaser
in order to constitute this Agreement as a valid, binding and enforceable
obligation of the Purchaser in accordance with its terms.
3.3 INVESTMENT. The Purchaser is acquiring the Shares for his own
account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person or entity has a direct or
indirect beneficial interest in the Shares. The Purchaser does not have any
contract, undertaking, agreement or arrangement with any person or entity to
sell, transfer or grant participations to such person or entity or to any third
person or entity with respect to any of the Shares.
3.4 EXEMPTION FROM REGISTRATION. The Purchaser acknowledges that
the offering and sale of the Shares (the "Offering") is intended to be exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), by virtue of Section 4(1) of the Securities Act. In furtherance thereof,
the Purchaser acknowledges that:
(i) The Purchaser realizes that the basis for the exemption may
not be present if, notwithstanding any representations and/or
warranties to the contrary herein contained, the Purchaser has in mind
merely acquiring the Shares for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise;
(ii) The Purchaser has the financial ability to bear the economic
risk of his investment, has adequate means for providing for his
current needs and personal contingencies and has no need for liquidity
with respect to his investment in the Company; and
(iii) The Purchaser has such knowledge and experience in
financial, and business matters as to be capable of evaluating the
merits and risks of an investment in the Shares.
3.5 TRANSFER RESTRICTIONS. The Purchaser will not sell or
otherwise transfer the Shares without registration under the Securities Act, or
an exemption therefrom, and the Purchaser fully understands and agrees that he
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CUSIP No. 67010C209 13D Page 23 of 25 Pages
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must bear the economic risk of his purchase because, among other reasons, the
Shares have not been registered under the Securities Act or under the securities
laws of any state and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered under the
Securities Act and under the applicable securities laws of such states, or
unless exemptions from such registration requirements are available. In
particular, the Purchaser is aware that the Shares are "restricted securities,"
as such term is defined in Rule 144 promulgated under the Securities Act ("Rule
144"), and they may not be sold pursuant to Rule 144 unless all of the
conditions of Rule 144 are met.
3.6 LEGEND. The Purchaser understands and acknowledges that any
stock certificate that may represent any of the Shares shall bear a legend
substantially as follows until (i) such securities shall have been registered
under the Securities Act and effectively been disposed of in accordance with an
effective registration statement thereunder; or (ii) in the opinion of counsel
for the Company such securities may be sold without registration under the
Securities Act as well as any applicable "Blue Sky" or state securities laws:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED
IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."
4. GENERAL PROVISIONS.
4.1 ENTIRE AGREEMENT. Except for that certain letter agreement
between the parties dated June 19, 2006 and as set forth herein, no
representations or warranties have been made to the Purchaser by the Seller, and
in subscribing for the Shares the Purchaser is not relying upon any
representations other than those specifically contained herein. Except for that
certain letter agreement between the parties dated June 19, 2006, this Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written
agreements, if any, between the parties hereto with respect to such subject
matter and, except as otherwise expressly provided herein, is not intended to
confer upon any other person any rights or remedies hereunder. Any amendments
hereto or modifications hereof must be made in writing and executed by each of
the parties hereto.
4.2 WAIVER. Any failure by the Seller or the Purchaser to enforce
any rights hereunder shall not be deemed a waiver of such rights.
4.3 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to conflict of laws principles.
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CUSIP No. 67010C209 13D Page 24 of 25 Pages
---------------------- ----------------------
4.4 BINDING EFFECT; ASSIGNMENT. This Agreement and the various
rights and obligations arising hereunder shall inure to the benefit of and be
binding upon the Seller and the Purchaser and their respective successors and
assigns.
4.5 EXPENSES. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses.
4.6 HEADINGS. The headings or captions contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
4.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
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CUSIP No. 67010C209 13D Page 25 of 25 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
PURCHASER:
STEEL PARTNERS II, L.P.
By: STEEL PARTNERS, L.L.C.
its General Partner
By: /s/ Warren Lichtenstein
----------------------------------------
Name: Warren Lichtenstein
Title: Managing Member
SELLER:
/s/ Thomas Weldon
---------------------------------------------
THOMAS WELDON