UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

API Technologies Corp.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

00187E203
(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings 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)

February 29, 2016

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

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 (“Act”) 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).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 11,434,278 Shares owned directly by Steel Excel is approximately $28,359,062, including brokerage commissions. The Shares owned directly by Steel Excel were acquired with the working capital of Steel Excel.

Item 4 is hereby amended to add the following:

On February 28, 2016, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RF1 Holding Company (“Parent”) and RF Acquisition Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, as described in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2016 (the “March 1, 2016 8-K”). The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the March 1, 2016 8-K. 

On February 29, 2016, Vintage Albany Acquisition and Steel Excel Inc. (“Steel” and together with Vintage Albany Acquisition, the “Majority Shareholders”), the record and beneficial owners of 22,000,000 Shares and 11,434,278 Shares, respectively, approved the Merger and adopted the Merger Agreement by written consent (the “Written Consent”). Together, the Majority Shareholders hold over a majority of the Shares. The approval by the Majority Shareholders constitutes the required approval of the Merger and adoption of the Merger Agreement by the Issuer’s stockholders under the Delaware General Corporation Law and the Issuer’s Certificate of Incorporation.

 By executing the irrevocable Written Consent, each of the Majority Shareholders has agreed, among other things, (1) not to transfer any Shares at any time prior to the consummation of the Merger, (2) to irrevocably waive any rights to appraisal of the fair value of any of its Shares, and (3) to forego participation as a plaintiff or member of a plaintiff class in any action with respect to any claim based on its status as a stockholder of the Issuer relating to the negotiation, execution or delivery of the Written Consent or the consummation of (but not the failure to consummate) the Merger and to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. Parent is a third party beneficiary of the waivers and agreements set forth in the Written Consent.

The foregoing description of the Written Consent does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Written Consent, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5(a)-(c) 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 55,850,000 Shares outstanding, which is the total number of Shares outstanding as of February 25, 2016, as reported in Exhibit 2.1 to the March 1, 2016 8-K.

As of the date hereof, Steel Excel owned directly 11,434,278 Shares, constituting approximately 20.5% of the Shares outstanding. By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

(b)     Each of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel.

(c)     There were no transactions in the Shares by the Reporting Persons during the past 60 days.

Item 6 is hereby amended to add the following:

On February 29, 2016, Steel Excel executed the Written Consent approving the Merger and adopting the Merger Agreement. Reference is made to Item 4 above for a more detailed description of the Written Consent.

Item 7 is hereby amended to add the following exhibit:

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.

Exhibit 99.1

API TECHNOLOGIES CORP.

Written Consent of Stockholders
In Lieu of Meeting

The undersigned (the “Stockholders”), being the holders of the shares of capital stock of API Technologies Corp., a Delaware corporation (the “Company”), set forth opposite the name of each Stockholder on Schedule I hereto as of February 29, 2016 (being the date on which the Board of Directors of the Company (the “Company Board”) adopted the resolutions for approval of the matters described herein) hereby irrevocably consent in writing, pursuant to Section 228 and Section 251 of the Delaware General Corporation Law (the “DGCL”) and as authorized by the Amended and Restated Certificate of Incorporation of the Company, as amended, and Article II, Section 16 of the Amended and Restated Bylaws of the Company, to the actions and adoption of the resolutions set out below by written consent in lieu of a meeting of stockholders of the Company:

RECITALS

WHEREAS, the Company has entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2016, by and among the Company, RF1 Holding Company (“Parent”) and RF Acquisition Sub, Inc. (“Merger Sub”), a copy of which has been provided to the Stockholders and is attached hereto as Exhibit A (capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, among other things, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Owned Company Shares, Dissenting Company Shares and the Company Voting Stock) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $2.00, without interest thereon (the “Merger Consideration”);

WHEREAS, the undersigned have reviewed the Merger Agreement and such other information as they believe necessary to make an informed decision concerning their vote on the adoption of the Merger Agreement, and the undersigned have had the opportunity to consult with their own legal, tax and/or financial advisor(s) regarding the consequences to them of the Merger, the Merger Agreement and the execution of this written consent;

WHEREAS, the Company Board has received the opinion of its financial advisor, Jefferies LLC, dated as of the date of the Merger Agreement, addressed to the Company Board, to the effect that, as of such date and based upon and subject to the various qualifications and assumption set forth therein, the Merger Consideration to be paid to the holders of the Shares pursuant to the Merger Agreement is fair from a financial point of view to such holders;

WHEREAS, the Company Board, by resolutions duly adopted by unanimous vote, has (i) determined that it is in the best interests of, and fair to, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) declared the advisability of the Merger Agreement; (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL; and (v) directed that the Merger Agreement be submitted to the Company Stockholders and holders of Subsidiary Exchangeable Stock for purposes of obtaining the Requisite Stockholder Approval in compliance with applicable Law, the Charter and the Bylaws;

WHEREAS, the affirmative vote or written consent of stockholders necessary to authorize the Merger is (i) the affirmative vote in favor of the adoption of the Merger Agreement by a majority of the outstanding stock of the Company entitled to vote thereon pursuant to Section 251 of the DGCL, or (ii) the written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the Merger at a meeting in which all shares entitled to vote thereon were present and voted pursuant to Section 228 of the DGCL (the “Company Shareholder Approval”);

WHEREAS, the undersigned desire to waive any rights to appraisal of the fair value of such stockholder’s shares of Company Common Stock and rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise;

WHEREAS, the undersigned desire to waive certain other claims in connection with this written consent, the Merger Agreement and the Merger;

WHEREAS, as of the date of this written consent, the Stockholders are the record and beneficial owners of 33,377,192 Shares, constituting approximately 59.8% of the aggregate voting power of all outstanding Shares and a majority of the voting power of all outstanding stock of the Company entitled to vote on the Merger Agreement and the Merger and the execution and delivery of this written consent shall constitute the Requisite Stockholder Approval; and

WHEREAS, pursuant to the Merger Agreement and in accordance with Section 251 of the DGCL, the Company Board has the power to terminate the Merger Agreement under certain circumstances after the Requisite Stockholder Approval is obtained by this written consent, upon the terms and subject to the conditions set forth in the Merger Agreement.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED as follows:

RESOLVED, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are hereby authorized, accepted, adopted and approved in all respects, and that the Stockholders hereby vote all of the shares of capital stock of the Company held by such Stockholders and entitled to vote thereon in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger; provided, however, that this written consent shall be of no further force or effect following any termination of the Merger Agreement in accordance with its terms (but only to the extent permitted after receipt of the Requisite Stockholder Approval).

FURTHER RESOLVED, that each of the undersigned hereby agrees not to transfer any shares of Company Common Stock held by the undersigned at any time prior to the Effective Time.

FURTHER RESOLVED, that each of the undersigned hereby irrevocably waives any rights to appraisal of the fair value of such stockholder’s shares of Company Common Stock and any rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise.

FURTHER RESOLVED, that the undersigned hereby agree (on their own behalf and on behalf of their successors-in-interest, transferees or assignees) to forego participation as a plaintiff or member of a plaintiff class in any action (including any class action) with respect to any claim, direct, derivative or otherwise, based on their status as stockholders of the Company relating to the negotiation, execution or delivery of this written consent or the Merger Agreement or the consummation of (but not the failure to consummate) the Merger and the other transactions contemplated by the Merger Agreement, and to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by the Parent in writing. For the avoidance of doubt, none of the undersigned waive, release or discharge any claims relating to the right to receive the Merger Consideration under the Merger Agreement.

FURTHER RESOLVED, that this written consent is coupled with an interest and is irrevocable.

FURTHER RESOLVED, that the Stockholders hereby waive compliance with any and all notice requirements imposed by the Amended and Restated Certificate of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company, the DGCL or other applicable Law.

FURTHER RESOLVED, that this written consent may be executed in two or more counterparts, each of which when so executed shall be an original, and all such counterparts shall together constitute one and the same instrument, and signatures to this written consent transmitted by facsimile or PDF copy shall be deemed original signatures for all purposes, and such execution and transmission shall be considered valid, binding and effective for all purposes.

FURTHER RESOLVED, that Parent, as an express third party beneficiary, may rely upon the foregoing waivers and agreements as being binding in all respects against each of the undersigned.

This written consent shall be filed in the book in which proceedings of meetings of the stockholders of the Company are recorded and shall be treated for all purposes as action taken at a meeting of stockholders.

[signature pages follow]

IN WITNESS WHEREOF, the undersigned Stockholders have executed this Written Consent of Stockholders In Lieu of Meeting.

SCHEDULE I