SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WHX CS Corp.

(Last) (First) (Middle)
555 THEODORE FREMD AVE

(Street)
RYE NY 10580

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2005
3. Issuer Name and Ticker or Trading Symbol
COSINE COMMUNICATIONS INC [ COSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.0001 par value 1,898,337 D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WHX CS Corp.

(Last) (First) (Middle)
555 THEODORE FREMD AVE

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WHX CORP

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. WHX CS Corp. is a wholly owned subsidiary of WHX Corporation. Steel Partners II, L.P., a Delaware limited partnership (Steel Partners), is a majority stockholder of WHX Corporation. Steel Partners, L.L.C., a Delaware limited liability company (Steel LLC), is the general partner of Steel Partners. Warren Lichtenstein is the sole executive officer and managing member of Steel LLC. By virtue of the relationship of WHX Corporation to Steel Partners II, Steel LLC and Mr. Lichtenstein (collectively, the Steel Entities), as more fully described above, WHX CS Corp. and WHX Corporation (the Reporting Persons) affirm that they constitute a "group" with the Steel Entities for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Persons disclaim beneficial ownership of the shares held by the Steel Entities. Each of the Steel Entities disclaim beneficial ownership of shares held by the Reporting Persons.
2. Each of WHX CS Corp. and WHX Corporation has sole power to vote and to dispose of the 1,898,337 Shares. In connection with the purchase of the Shares, an irrevocable proxies was granted by the record holder of the Shares as of October 3, 2005 to Messrs. Warren Lichtenstein and Jack Howard, as agents of WHX CS Corp. The proxy is are anticipated to be used by WHX CS Corp. during the Annual Meeting of the Issuer to be held on November 15, 2005, with a record date of October 3, 2005.
By: /s/Glen Kassan, President 11/01/2005
/s/ WHX Corporation, 11/01/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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