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. 10)(1)
NOVT CORPORATION
----------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
67010C209
---------
(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)
March 17, 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 31 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 31 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 799,337
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
799,337
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
799,337
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 3 of 31 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 799,337
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
799,337
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
799,337
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 4 of 31 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 799,337
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
799,337
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
799,337
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 5 of 31 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 31 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 31 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 31 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 31 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 31 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEY BAZAAR
--------------------------------------------------------------------------------
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 11 of 31 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LEONARD TOBOROFF
--------------------------------------------------------------------------------
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 12 of 31 Pages
---------------------- ----------------------
The following constitutes Amendment No. 10 ("Amendment No. 10") to the
Schedule 13D filed by the undersigned. This Amendment No. 10 amends the Schedule
13D as specifically set forth.
Item 2 is hereby amended to add the following:
In connection with the Settlement Agreement described and defined in
Item 4, Steel Partners II withdrew its nominations of Jack Howard, John Quicke,
James Henderson, Joshua Schechter, Harvey Bazaar and Leonard Toboroff for
election at a special meeting of shareholders scheduled to be held on April 13,
2006 (the "April 2006 Special Meeting") and agreed that the April 2006 Special
Meeting would be cancelled. Accordingly, Mr. Bazaar and Mr. Toboroff are no
longer members of the Section 13(d) group and shall cease to be Reporting
Persons immediately after the filing of this Statement. The remaining Reporting
Persons will continue filing as a group statements on Schedule 13D with respect
to their beneficial ownership of securities of the Issuer to the extent required
by applicable law.
Item 4 is hereby amended to add the following:
On March 17, 2006, the Reporting Persons and the Issuer (together, the
"Parties") entered into a Settlement Agreement dated March 16, 2006 (the
"Settlement Agreement"), a copy of which is attached hereto as Exhibit 9 and is
incorporated herein by reference. Pursuant to the Settlement Agreement, the
Reporting Persons agreed to withdraw their request for and proposals for the
April 2006 Special Meeting and their nominations of Jack Howard, John Quicke,
James Henderson, Joshua Schechter, Harvey Bazaar and Leonard Toboroff as
nominees for election at the April 2006 Special Meeting. Pursuant to the
Settlement Agreement, the April 2006 Special Meeting has been cancelled. The
Parties also agreed that on the later of (a) the tenth calendar day after the
date of filing and dissemination to the Issuer's shareholders of a 14(f)
Statement in accordance with Section 14(f) of the Exchange Act or such later
date as may be required to comply with (and the Issuer shall use its best
efforts to comply) any comments of the staff of the SEC and (b) the filing by
the Issuer with the SEC of the Issuer's Annual Report on Form 10-K for the
twelve months ended December 31, 2005, but in no event later than April 17, 2006
(such later date, the "Effective Date"), (i) the size of the Board of Directors
shall be reduced from seven to four directors, (ii) Mr. Toboroff shall be
appointed, effective as of the Effective Date, as a Class I director of the
Board of Directors, (iii) Mr. Quicke shall be appointed, effective as of the
Effective Date, as a Class II director of the Board of Directors, (iv) Mr.
Howard shall be appointed, effective as of the Effective Date, as a Class III
director of the Board of Directors, and (v) with the exception of Mr. Whitmer,
who shall remain a Class I director of the Board of Directors, each member of
the Board of Directors as of the date of the Settlement Agreement shall resign
effective as of the Effective Date. The parties also agreed that Messrs.
Toboroff and Whitmer shall stand for election as members of the Board of
Directors at the Issuer's next annual meeting of shareholders (or special
meeting in lieu of the annual meeting (the "Annual Meeting"), and the Reporting
Persons in their capacity as shareholders agreed to support the nomination and
election of both such directors at the Annual Meeting and to cause the Shares of
Common Stock beneficially owned in the aggregate by the Reporting Persons to be
voted in favor of the election of both such Class I nominees. The Reporting
Persons further agreed that the Issuer shall continue after the Effective Date
to have an audit committee of the Board of Directors so long as required under
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 13 of 31 Pages
---------------------- ----------------------
SEC rules, and the Reporting Persons agreed to support Mr. Whitmer's membership
of such audit committee so long as he remains a director of the Issuer and
remains eligible to serve on such audit committee. The Parties further agreed
that the Issuer will reimburse Steel Partners II $232,912.75 for out-of-pocket
expenses incurred in connection with its opposition to management's dissolution
proposal which was not approved at the special meeting of shareholders held on
March 7, 2006 and the proxy contest for the April 2006 Special Meeting. The
Settlement Agreement also includes a mutual release of claims between the
Reporting Persons and the Issuer as well as mutual non-disparagement provisions.
In accordance with the Settlement Agreement, the Parties issued on March 17,
2006 a press release announcing the execution of the Settlement Agreement, the
form of which is attached hereto as Exhibit 10 and is incorporated herein by
reference.
Item 6 is hereby amended to add the following:
Reference is made to the Settlement Agreement defined and described in
Item 4.
Item 7 is hereby amended to add the following exhibits:
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.
10. Press release dated March 17, 2006.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 14 of 31 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: March 23, 2006 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein, Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein, Managing Member
/s/ Warren G. Lichtenstein
--------------------------------------------
WARREN G. LICHTENSTEIN
/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
/s/ John Quicke
--------------------------------------------
JOHN QUICKE
/s/ Joshua Schechter
--------------------------------------------
JOSHUA SCHECHTER
/s/ Harvey Bazaar
--------------------------------------------
HARVEY BAZAAR
/s/ Leonard Toboroff
--------------------------------------------
LEONARD TOBOROFF
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 15 of 31 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 17 to 29
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.
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 16 of 31 Pages
---------------------- ----------------------
10. Press Release dated March 17, 2006. 30 to 31
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 17 of 31 Pages
---------------------- ----------------------
SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT, dated as of March 16, 2006 (the "Agreement"), by and
among NOVT Corporation, a Florida corporation (formerly named Novoste
Corporation) ("NOVT"), Steel Partners II, L.P., a Delaware limited partnership
("Steel"), J.L. Howard, Inc., a New York corporation, ("Howard Inc."), Steel
Partners, L.L.C., a Delaware limited liability company ("Steel LLC"), Warren G.
Lichtenstein ("Lichtenstein"), Jack L. Howard ("Howard"), John Quicke
("Quicke"), James Henderson ("Henderson"), Joshua Schechter ("Schechter"),
Harvey J. Bazaar ("Bazaar"), Leonard Toboroff ("Toboroff") and "The Novoste Full
Value Committee" (the "Steel Committee") (collectively, Steel, Howard Inc.,
Steel LLC, Messrs. Lichtenstein, Howard, Quicke, Henderson, Schechter, Bazaar
and Toboroff and the Steel Committee are referred to herein as the "Steel
Parties").
WHEREAS, Steel and affiliated entities own an aggregate of 799,337 shares
("Steel Shares") of common stock of NOVT, par value $0.01 per share;
WHEREAS, Steel filed definitive proxy materials with the Securities and
Exchange Commission (the "SEC") in order to solicit proxies to vote at a NOVT
special meeting of shareholders held on March 7, 2006 (the "March 2006 Special
Meeting") in opposition to the liquidation proposal made by the board of
directors of NOVT (the "Board of Directors") at such meeting ("the Proxy
Contest");
WHEREAS, at the March 2006 Special Meeting, NOVT's shareholders voted to
reject the liquidation proposal opposed by the Steel Parties and voted to
approve other proposals supported by the Board of Directors and the Steel
Parties;
WHEREAS, the Steel Parties and the Steel Committee have filed preliminary
proxy solicitation materials with the SEC in order to solicit proxies to vote at
a NOVT special meeting of shareholders, scheduled to be held on April 13, 2006
(the "April 2006 Special Meeting"), in order to remove the existing members of
the Board of Directors and to elect to the Board of Directors a slate of
nominees designated by the Steel Committee (the "Election Contest");
WHEREAS, the parties believe that it is in the best interests of NOVT's
shareholders to enter into an agreement resolving the election of directors and
certain other matters and providing for an orderly change in the composition of
the Board of Directors and NOVT's management and an orderly transition for the
business and affairs of NOVT following the consummation of the sale of NOVT's
vascular brachytherapy products business to Best Vascular, Inc.; and
WHEREAS, concurrently with the execution and delivery of this Agreement,
Daniel G. Hall, J. Stephen Holmes, Charles E. Larsen, Judy Lindstrom, Alfred J.
Novak, Subhash C. Sarda, Stephen I. Shapiro, Thomas D. Weldon and William E.
Whitmer (collectively, Messrs. Hall, Holmes, Larsen, Novak, Sarda, Shapiro,
Weldon and Whitmer and Ms. Lindstrom, are referred to herein as the
---------------------- ----------------------
CUSIP No. 67010C209 13D Page 18 of 31 Pages
---------------------- ----------------------
"NOVT Parties") have entered into undertaking letters relating to certain
matters (the "NOVT Party Undertaking Letters"), which are attached hereto as
EXHIBITS A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 AND A-9, respectively;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
SECTION 1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVT. NOVT hereby
represents, warrants and agrees that NOVT has full legal right, power and
authority to execute, deliver and perform this Agreement, and consummate the
matters contemplated hereby; the execution and delivery by NOVT of this
Agreement, and the consummation by NOVT of the matters contemplated hereby have
been duly authorized by all necessary corporate actions; and this Agreement
constitutes valid, legal and binding obligations of NOVT, enforceable against
NOVT in accordance with its terms. The NOVT Parties covenant and agree to use
their best efforts to cause NOVT's Annual Report on Form 10-K for the twelve
months ended December 31, 2005 to be filed with the SEC on or prior to March 31,
2006 (unless a Form 12b-25 is filed with the SEC with respect thereto, in which
case the Form 10-K shall be filed on or prior to April 17, 2006);
SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STEEL PARTIES.
Each of the Steel Parties hereby represents, warrants and agrees that each of
the Steel Parties has full legal right, power and authority and, in the case of
individuals, capacity, to execute, deliver and perform this Agreement, and
consummate the matters contemplated hereby; the execution and delivery by the
Steel Parties of this Agreement and the consummation by the Steel Parties of the
matters contemplated hereby have been duly authorized by all necessary corporate
or other actions; this Agreement constitutes valid, legal and binding
obligations of each of the Steel Parties, enforceable against each such Steel
Party in accordance with its terms.
SECTION 3. TERMINATION OF PROXY CONTEST; COMPOSITION OF BOARD.
3.1 On the terms and conditions set forth herein, the pending Election
Contest with respect to the removal and election of directors at the April 2006
Special Meeting is hereby terminated. The Steel Parties hereby withdraw their
request for and proposals for such April 2006 Special Meeting, including each of
their proposed nominees for election to the Board of Directors. The April 2006
Special Meeting shall be cancelled.
3.2 Simultaneously with the execution and delivery of this Agreement, the
Steel Parties will provide NOVT with information regarding Messrs. Howard,
Quicke and Toboroff to enable NOVT to file an Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14f-1 thereunder (a "14(f) Statement") describing, among other
things, the matters set forth in this Agreement. As promptly as practicable
after the execution and delivery of this Agreement but no later than March 21,
2006, NOVT shall file a 14(f) Statement and transmit the 14(f) Statement to the
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CUSIP No. 67010C209 13D Page 19 of 31 Pages
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shareholders of NOVT. On the later of (x) the tenth calendar day after the date
of filing and dissemination to NOVT's shareholders of the 14(f) Statement in
accordance with Section 14(f) of the Exchange Act or such later date as may be
required to comply with (and NOVT shall use its best efforts to comply) any
comments of the staff of the SEC and (y) the filing by NOVT with the SEC of
NOVT's Annual Report on Form 10-K for the twelve months ended December 31, 2005,
but in no event later than April 17, 2006 (such later date, the "Effective
Date"), (i) the size of the Board of Directors shall be reduced from seven to
four directors, (ii) Mr. Toboroff shall be appointed, effective as of the
Effective Date, as a Class I director of the Board of Directors, (iii) Mr.
Quicke shall be appointed, effective as of the Effective Date, as a Class II
director of the Board of Directors, (iv) Mr. Howard shall be appointed,
effective as of the Effective Date, as a Class III director of the Board of
Directors, and (v) with the exception of Mr. Whitmer, who shall remain a Class I
director of the Board of Directors, each member of the Board of Directors as of
the date of this Agreement shall resign effective as of the Effective Date in
accordance with the applicable NOVT Party Undertaking Letter. As a result of
such actions, as of the Effective Date, the Board of Directors shall consist of
Messrs. Howard, Quicke, Whitmer and Toboroff.
3.3 Subject to the fiduciary duties of the members of the Board of
Directors and Section 3.4 below, Messrs. Toboroff and Whitmer shall stand for
election as members of the Board of Directors at NOVT's next annual meeting of
shareholders (or special meeting in lieu of an annual meeting) (the "Annual
Meeting"), and the Steel Parties in their capacity as shareholders agree to
support the nomination and election of both such directors at the Annual Meeting
and to cause the Steel Shares to be voted in favor of the election of both such
Class I nominees.
3.4 If Mr. Toboroff elects not to or is unable to stand for election to the
Board of Directors at the Annual Meeting, then the Board of Directors shall
nominate a new person in his place reasonably acceptable to the Steel Parties.
If Mr. Whitmer elects not to or is unable to stand for election to the Board of
Directors at the Annual Meeting, then the Board of Directors shall nominate in
his place a nominee who would qualify as an independent director as defined in
Nasdaq Marketplace Rule 4200(a)(15).
3.5 The Steel Parties agree that NOVT shall continue after the Effective
Date to have an audit committee of the Board of Directors so long as required
under SEC rules, and the Steel Parties agree to support Mr. Whitmer's continued
membership on such audit committee so long as he remains a director of NOVT and
remains eligible to serve on such audit committee.
SECTION 4. RELEASES.
4.1 RELEASE BY THE NOVT PARTIES OF THE STEEL PARTIES. By virtue of the
execution and delivery of the NOVT Party Undertaking Letter, each of the NOVT
Parties, on behalf of each such NOVT Party and each of their heirs, executors
and administrators, releases and discharges each of the Steel Parties, and each
of their heirs, executors, administrators, affiliates, successors and assigns
(together, the "Steel Releasees") from all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
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CUSIP No. 67010C209 13D Page 20 of 31 Pages
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covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands whatsoever, in
law or equity (sometimes hereafter collectively referred to as "Claims"), which
against the Steel Releasees, each of the NOVT Parties and their heirs, executors
and administrators ever had, now have or hereafter can, shall or may have, for,
upon, or by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date of this Agreement; PROVIDED, HOWEVER, that (a) nothing
in this Section 4.1 shall release or discharge NOVT, (b) the foregoing release
shall not extend to any Claims arising from the breach or the claimed breach of
this Agreement by any of the Steel Parties, and (c) NOVT shall not constitute a
Steel Releasee or an affiliate of any of the Steel Parties or an affiliate of
any of the NOVT Parties for purposes of any provision of this Agreement or the
NOVT Party Undertaking Letters.
4.2 RELEASE BY THE STEEL PARTIES OF THE NOVT PARTIES. Each of the Steel
Parties, on behalf of each such Steel Party and each of their successors and
assigns, or heirs, executors and administrators, as applicable, releases and
discharges each of the NOVT Parties, and each of their heirs, executors,
administrators, affiliates, successors and assigns (together, the "NOVT
Releasees") from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims, and demands whatsoever, in law or equity, which against the
NOVT Releasees, each of the Steel Parties and their affiliates, successors and
assigns ever had, now have or hereafter can, shall or may have, for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the date of this Agreement. The foregoing release shall not extend to any
Claims arising from (a) the breach or the claimed breach of this Agreement or a
NOVT Party Undertaking Letter by any of the NOVT Parties, or (b) as to any Steel
Party (who is a party hereto) in any capacity other than as a shareholder of
NOVT or a nominee to the Board of Directors of NOVT.
4.3 LIMITED RELEASE BY NOVT OF THE STEEL PARTIES AND THE NOVT PARTIES.
NOVT, on behalf of itself and each of its subsidiaries, affiliates, successors
and assigns, releases and discharges each of the Steel Releasees and each of the
NOVT Releasees from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims, and demands whatsoever, in law or equity, which against the
Steel Releasees or NOVT Releasees, NOVT and its subsidiaries, affiliates,
successors and assigns ever had, now have or hereafter can, shall or may have,
for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the date of this Agreement relating to or arising from
matters set forth in SEC filings made in connection with the Proxy Contest or
the Election Contest. The foregoing release shall not extend to any Claims
arising from the breach or the claimed breach of this Agreement by any of the
Steel Parties or the breach or claimed breach of this Agreement or a NOVT Party
Undertaking Letter by any of the NOVT Parties.
SECTION 5. REIMBURSEMENT OF EXPENSES. Immediately prior to the Effective
Date, or as promptly thereafter as is practicable, NOVT shall transfer by wire
transfer, in accordance with instructions provided by a representative of the
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CUSIP No. 67010C209 13D Page 21 of 31 Pages
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Steel Parties to NOVT, $232,912.75 in cash, as reimbursement for actual
out-of-pocket expenses incurred by the Steel Parties for outside services, as
set forth in appropriate documentation provided to NOVT prior to the execution
and delivery of this Agreement, in connection with or relating to the Proxy
Contest and the Election Contest, including but not limited to fees and expenses
relating to the costs of solicitation and preparation of proxy material and the
preparation of this Agreement.
SECTION 6. PUBLIC ANNOUNCEMENTS; MUTUAL NON-DISPARAGEMENT.
6.1 Upon execution and delivery of this Agreement, NOVT and the Steel
Parties shall issue a joint press release in the form attached hereto as EXHIBIT
B. Neither NOVT, the NOVT Parties, nor the Steel Parties, nor any of their
affiliates, will make any public statements that would have a prohibited effect
under Section 6.2 hereof.
6.2 For a period of three years from and after the date hereof, each of
NOVT, the Steel Parties and, by virtue of the execution and delivery of the NOVT
Party Undertaking Letters, the NOVT Parties, on behalf of themselves and their
officers, directors, partners, managers, members, and agents with actual
authority to speak for them with regard to the Proxy Contest or to the Election
Contest being terminated pursuant to Section 3.1 hereof, expressly acknowledges,
agrees, and covenants that he, she or it will not make any statements, comments,
or communications that are reasonably likely to be considered to be disparaging
of or derogatory or detrimental to, the good name or business reputation of, in
the case of NOVT and the NOVT Parties, the Steel Parties, and, in the case of
NOVT and the Steel Parties, the NOVT Parties, or in each case any of their
respective members, partners, officers, directors, employees or representatives
(including statements relating to the circumstances leading up to and including
the execution and delivery of this Agreement). Where applicable, this mutual
non-disparagement covenant applies to any public or private statements,
comments, or communications in any form, whether oral, written, or electronic.
Each of NOVT, the Steel Parties and, by virtue of the execution and delivery of
the NOVT Party Undertaking Letters, the NOVT Parties further agree he, she or it
will not knowingly encourage or solicit any such statements, comments, or
communications. Nothing in this Section 6.2 shall limit the ability of any
member of the Board of Directors from and after the Effective Date from taking
any action required to carry out his or her fiduciary duty.
SECTION 7. MUTUAL COOPERATION.
7.1 The parties hereto agree to cooperate reasonably and in good faith with
each other regarding the orderly transition of the Board of Directors to the new
composition described in Section 3.2 hereof and in transferring corporate
records and instruments from existing employees and officers to any newly hired
or appointed employees and officers. NOVT shall cause its officers and employees
to comply with the covenant in this Section 7.1.
SECTION 8. HONORING OF EXISTING NOVT ARRANGEMENTS.
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CUSIP No. 67010C209 13D Page 22 of 31 Pages
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8.1 The parties hereto agree that, from and after the Effective Date, NOVT
shall remain obligated to fulfill and honor, in accordance with their terms, all
employee benefit plans, agreements and arrangements of NOVT and any of its
subsidiaries which have been included as exhibits prior to the date hereof in
NOVT's publicly-filed SEC reports.
8.2 For the avoidance of doubt, notwithstanding anything in this Agreement
to the contrary, nothing in this Agreement shall diminish or adversely affect
any right of the NOVT Parties to indemnification to which any NOVT Party is
legally entitled pursuant to any indemnification agreement between NOVT and any
NOVT Party prior to the date of this Agreement and any indemnification
provisions under NOVT's articles of incorporation or bylaws, as amended, as in
effect on the date hereof.
8.3 The parties hereto agree that, from and after the Effective Date, all
director and officer liability insurance policies and coverages (including tail
coverages) of NOVT currently in effect that have been fully paid and funded for
their respective terms in effect as of the date hereof shall not be cancelled or
modified by NOVT.
SECTION 9. MISCELLANEOUS.
9.1 SEVERABILITY. If any provision of this Agreement shall be held invalid
or unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner render invalid or unenforceable any other
provisions of this Agreement.
9.2 CONSENT TO JURISDICTION. Each of the parties hereto, and, by virtue of
the execution and delivery of the NOVT Party Undertaking Letters, each of the
NOVT Parties, hereby irrevocably submits to the non-exclusive jurisdiction of
the state and federal courts of the State of Florida for the purposes of any
action or proceeding (each an "Action") arising out of or relating to this
Agreement and hereby waives, and agrees not to assert in any such action or
proceeding that it, he or she is not personally subject to the jurisdiction of
such courts, that such Action is brought in an inconvenient forum or that the
venue is improper. Each of the parties hereto, and, by virtue of the execution
and delivery of the NOVT Party Undertaking Letters, each of the NOVT Parties,
consents to process being served in any such Action by mailing a copy thereof to
the address in effect for notices to it, him or her under this Agreement (or the
NOVT Party Undertaking Agreements) and agrees that such service upon receipt
shall constitute good and sufficient service of process and notice thereof.
Nothing in this paragraph shall affect or limit any right to serve legal process
in any other manner permitted by law.
9.3 GOVERNING LAW. This Agreement and the rights and duties of the parties
hereto shall be governed by and construed in accordance with the internal laws
of the State of Florida, without regard to principles of conflicts of law.
9.4 ENTIRE AGREEMENT. This Agreement and the exhibits hereto set forth the
entire understanding of the parties in respect of the specific matters
contemplated herein and supersedes all prior agreements, arrangements and
understandings, written or oral, between the parties hereto relating to the
subject matter hereof.
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CUSIP No. 67010C209 13D Page 23 of 31 Pages
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9.5 AMENDMENTS AND WAIVERS TO BE IN WRITING. This Agreement (and the NOVT
Party Undertaking Letters) may not be amended, modified or changed, and none of
the terms, covenants, representations, warranties or conditions hereof may be
waived, except by a written instrument signed by the party against whom
enforcement of any change or modification is sought, or in the case of a waiver,
by the party waiving compliance. The failure of any party at any time or times
to require performance of any provision of this Agreement or the NOVT Party
Undertaking Letters shall in no manner affect the right at a later time to
enforce same.
9.6 NOTICES. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be effective (a) when personally
delivered or delivered by telecopy (with confirmation of transmission) on a
business day during normal business hours at the address or number designated
below or (b) on the business day following the date of mailing by overnight
courier, fully prepaid, addressed to such address, whichever shall first occur.
The addresses for such communications shall be:
If to NOVT:
NOVT Corporation
4350 International Boulevard
Norcross, Georgia 30093
Attn: Chief Executive Officer
Facsimile: (770) 717-1283
If to The Steel Parties:
Jack Howard
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
Facsimile: (212) 758-5789
with a copy to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Attention: Steven Wolosky
Facsimile: (212) 451-2222
If to a NOVT Party:
To the address set forth in the applicable NOVT Party Undertaking Letter of
such NOVT Party.
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CUSIP No. 67010C209 13D Page 24 of 31 Pages
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9.7 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or affect
any of the provisions hereof.
9.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
9.9 FURTHER ASSURANCES. The parties hereto, and, by virtue of the execution
and delivery of the NOVT Party Undertaking Letters, each of the NOVT Parties,
shall execute and deliver such further documents and do such further acts as any
party hereto (or any of the NOVT Parties) shall reasonably require in order to
assure and confirm to the parties hereto (or any of the NOVT Parties) the rights
hereby created or to facilitate the full performance of the terms of this
Agreement (and the NOVT Party Undertaking Letters).
9.10 COUNTERPARTS. This Agreement may be executed and delivered in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all of which such counterparts shall
constitute but one and the same agreement. A facsimile signature shall be deemed
an original.
9.11 ASSIGNMENT. Neither this Agreement nor any rights hereunder may be
assigned by either party in whole or in part, without the prior written consent
of the other party.
9.12 EXPENSES. Except as provided in Section 5 of this Agreement or
as otherwise agreed to by the parties in writing, NOVT and the Steel Parties
shall pay all of their own expenses incurred in connection with the
implementation of this Agreement. Each party hereto has retained its own counsel
and such counsel has advised each party with respect to the subject matter of
this Agreement.
9.13 THIRD-PARTY BENEFICIARIES. Each of the NOVT Parties shall be
third-party beneficiaries with respect to Sections 4.2, 4.3, 6.1, 6.2, 8.1, 8.2
and 8.3 and any applicable provisions of Section 9 of this Agreement. Each of
the NOVT Releasees (to the extent not otherwise covered by the first sentence of
this Section 9.13) shall be third-party beneficiaries with respect to Sections
4.2 and 4.3 and any applicable provisions of Section 9 of this Agreement. Each
of the Steel Releasees other than the Steel Parties (who are parties hereto)
shall be third-party beneficiaries with respect to Sections 4.1 and 4.3 and any
applicable provisions of Section 9 of this Agreement.
[SIGNATURE PAGES FOLLOW]
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CUSIP No. 67010C209 13D Page 25 of 31 Pages
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or have caused this Agreement to be duly executed and delivered by
their respective authorized officers as of the date hereof.
NOVT CORPORATION
NOVT CORPORATION
By: /s/ Alfred J. Novak
----------------------------------
Name: Alfred J. Novak
Title: President and Chief Executive Officer
THE STEEL PARTIES:
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., General Partner
By: /s/ Warren Lichtenstein
----------------------------------
Name: Warren Lichtenstein
Title: Chairman
J.L. HOWARD, INC.
By: /s/ Jack Howard
----------------------------------
Name: Jack Howard
Title: President and Chief Financial Officer
STEEL PARTNERS, L.L.C.
By: /s/ Warren Lichtenstein
----------------------------------
Name: Warren Lichtenstein
Title: Managing Memeber
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CUSIP No. 67010C209 13D Page 26 of 31 Pages
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WARREN G. LICHTENSTEIN
/s/ Warren Lichtenstein
------------------------------------
JACK L. HOWARD
/s/ Jack Howard
------------------------------------
JOHN QUICKE
/s/ John Quicke
------------------------------------
JAMES HENDERSON
/s/ James Henderson
-----------------------------------
JOSHUA SCHECHTER
/s/ Joshua Schechter
-----------------------------------
HARVEY J. BAZAAR
/s/ Harvey J. Bazaar
-----------------------------------
LEONARD TOBOROFF
/s/ Leonard Toboroff
-----------------------------------
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CUSIP No. 67010C209 13D Page 27 of 31 Pages
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THE NOVOSTE FULL VALUE COMMITTEE
By: /s/ Warren Lichtenstein
--------------------------------
Name: Warren Lichtenstein
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CUSIP No. 67010C209 13D Page 28 of 31 Pages
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EXHIBIT A
FORM OF UNDERTAKING LETTERS
[NAME AND ADDRESS OF APPLICABLE NOVT PARTY]
March 16, 2006
NOVT Corporation
4350 International Boulevard
Norcross, Georgia 30093
The "Steel Parties" (as defined herein)
c/o Warren Lichtenstein
Steel Partners II, L.P.
150 East 52nd Street, 21st Floor
New York, New York 10022
RE: SETTLEMENT AGREEMENT DATED MARCH 16, 2006
Ladies and Gentlemen:
This letter (the "NOVT Party Undertaking Letter") is furnished to you in
connection with that certain Settlement Agreement, dated as of March 16, 2006
(the "Settlement Agreement"), by and among NOVT Corporation, a Florida
corporation ("NOVT"), Steel Partners II, L.P., a Delaware limited partnership
("Steel"), J.L. Howard, Inc., a New York corporation, ("Howard Inc."), Steel
Partners, L.L.C., a Delaware limited liability company ("Steel LLC"), Warren G.
Lichtenstein ("Lichtenstein"), Jack L. Howard ("Howard"), John Quicke
("Quicke"), James Henderson ("Henderson"), Joshua Schechter ("Schechter"),
Harvey J. Bazaar ("Bazaar"), Leonard Toboroff ("Toboroff") and "The Novoste Full
Value Committee" (the "Steel Committee") (collectively, Steel, Howard Inc.,
Steel LLC, Messrs. Lichtenstein, Howard, Quicke, Henderson, Schechter, Bazaar,
Toboroff and the Steel Committee are referred to herein as the "Steel Parties").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Settlement Agreement. The undersigned is one of the NOVT Parties.
The undersigned hereby represents, warrants and agrees that [he / she] has
capacity to execute, deliver and perform this NOVT Party Undertaking Letter, and
consummate the matters contemplated hereby; this NOVT Party Undertaking Letter
constitutes a valid, legal and binding obligation of the undersigned,
enforceable against [him / her] in accordance with its terms.
[[NOTE: DIRECTORS ONLY] The undersigned hereby resigns as a member of the
Board of Directors effective as of the Effective Date.]
In consideration of the undersigned's status as a third-party beneficiary
of certain agreements contained in the Settlement Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned, intending to be legally bound, hereby: (i)
grants, on behalf of [himself / herself] and [his / her] heirs, executors and
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CUSIP No. 67010C209 13D Page 29 of 31 Pages
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administrators, the release the set forth in Section 4.1 of the Settlement
Agreement; (ii) agrees to be bound by, and subject to, the obligations and
provisions of Sections 6.1, 6.2 and 9 of the Settlement Agreement; (iii) [[NOTE:
OFFICERS ONLY] agrees that, subject to and upon payment by NOVT of all amounts
owed to the undersigned in accordance with Section 8.1 of the Settlement
Agreement, he will provide NOVT with a written acknowledgement that all amounts
owed to him in connection with his past employment by and executive service to
NOVT have been paid in full and (iv)] agrees that the address set forth below
shall be used for purposes of the notice provisions of Section 9.6 of the
Settlement Agreement:
Address: [ ]
-------------------------
[ ]
-------------------------
Sincerely yours,
[ ]
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CUSIP No. 67010C209 13D Page 30 of 31 Pages
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PRESS RELEASE
NOVT CORPORATION AND STEEL PARTNERS END PROXY CONTEST
SPECIAL MEETING WILL NOT BE HELD
NORCROSS, GA.--(BUSINESS WIRE)--March 17, 2006 - NOVT Corporation (formerly
Novoste Corporation) (NASDAQ: NOVT) and Steel Partners II, L.P. and certain
affiliated or related entities and persons announced today that they have
reached an agreement to end their on-going proxy contest relating to the board
of directors. As a result, the special meeting of shareholders scheduled to be
held on April 13, 2006 is cancelled.
Pursuant to the agreement entered into today, the current NOVT board of
directors has approved a reconstituted board of directors, which will consist of
three appointees of Steel Partners, Jack L. Howard, John Quicke and Leonard
Toboroff, as well as William E. Whitmer, who is currently a director of NOVT.
The change in composition of the board of directors will be effective on the
later of (i) the tenth calendar day after the date of filing and dissemination
to NOVT's shareholders of an Information Statement pursuant to Rule 14f-1 under
the Securities Exchange Act of 1934 or such later date as may be required to
comply with any SEC comments and (ii) the filing by NOVT with the SEC of NOVT's
Annual Report on Form 10-K for the twelve months ended December 31, 2005, but in
no event later than April 17, 2006.
Alfred J. Novak said, "We believe the agreement is in the best interests of
all of NOVT's shareholders and are pleased to have resolved our differences with
Steel Partners on these terms. This agreement, together with the successfully
completed sale of our VBT business, positions the company to effect an orderly
transition to a newly constituted board and management for the next phase of the
company's future."
Warren Lichtenstein of Steel Partners said, "We are pleased that we were
able to avoid further cost and disruption to the Company and that we were able
work together with the Company in this matter. We appreciate the support of our
fellow stakeholders."
Pursuant to the agreement between NOVT and Steel Partners, it was agreed,
among other things, that: (i) the board size will be reduced from seven to four
directors, (ii) Messrs. Toboroff and Whitmer will serve as Class I directors
and, subject to the board's fiduciary duties, stand for election to new 3-year
terms at NOVT's next annual meeting, (iii) Mr. Quicke will be appointed as a
Class II director, (iv) Mr. Howard will be appointed as a Class III director,
(v) NOVT will reimburse Steel Partners $232,912.75 for out-of-pocket expenses
incurred in connection with their opposition to management's dissolution
proposal and the on-going proxy contest, and (vi) NOVT, Steel Partners and
certain affiliated or related persons and entities and the officers and
directors of NOVT have exchanged certain releases.
ABOUT NOVT CORPORATION
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CUSIP No. 67010C209 13D Page 31 of 31 Pages
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NOVT Corporation common stock is traded on the Nasdaq National Stock Market
under the symbol NOVT. For general company information, please call (770)
717-0904 or visit NOVT Corporation's website at www.novtcorporation.com.
Contact: Alfred J. Novak, NOVT Corporation
President and Chief Executive Officer
(770) 717-0904
Mike Sitrick
MikeSitrick@sitrick.com