-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFDSGLwTE69F9nUDFISrkTC6UvrW6dvl7IrcFKqoiAkN2txwvfETQWV7Uarq4GUX /kTlHnaPCo116pDbekq5zQ== 0000921895-09-002187.txt : 20090804 0000921895-09-002187.hdr.sgml : 20090804 20090804172342 ACCESSION NUMBER: 0000921895-09-002187 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090731 FILED AS OF DATE: 20090804 DATE AS OF CHANGE: 20090804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COSINE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001060824 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 943280301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1200 BRIDGE PKWAY STREET 2: STE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6506374777 MAIL ADDRESS: STREET 1: 1200 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30715 FILM NUMBER: 09984674 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 3 1 ste38.xml X0203 3 2009-07-31 0 0001060824 COSINE COMMUNICATIONS INC COSN.PK 0000915653 STEEL PARTNERS II LP 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $.0001 Par Value 1898337 D Shares owned directly by Steel Partners II, L.P. ("Steel Partners II"), and owned indirectly by Steel Partners Holdings L.P. ("Steel Holdings") by virtue of it being the sole limited partner of Steel Partners II, by Steel Partners LLC ("Partners LLC") by virtue of it being the manager of Steel Partners II and Steel Holdings, by Steel Partners II GP LLC ("Steel Partners GP") by virtue of it being the general partner of Steel Partners II and Steel Holdings and by Warren G. Lichtenstein by virtue of his position as the manager of Partners LLC and the managing member of Steel Partners GP. Steel Holdings, Partners LLC, Steel Partners GP and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel Partners II except to the extent of their pecuniary interest therein. By: Steel Partners II, L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas, as Attorney in Fact for Warren G. Lichtenstein, Managing Member 2009-08-03 EX-24 2 ex24101874howantwol.htm POWERS OF ATTORNEY Unassociated Document
Exhibit 24
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
     
/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.
  
Warren G. Lichtenstein
     
By:
Steel Partners II GP LLC
General Partner
      
     
By:
/s/ Warren G. Lichtenstein
      
Warren G. Lichtenstein
Managing Member
  

 
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
     
/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.
  
Warren G. Lichtenstein
     
By:
Steel Partners II GP LLC
General Partner
      
     
By:
/s/ Warren G. Lichtenstein
      
Warren G. Lichtenstein
Managing Member
  

 

POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
     
/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.
  
Warren G. Lichtenstein
     
By:
Steel Partners II GP LLC
General Partner
      
     
By:
/s/ Warren G. Lichtenstein
      
Warren G. Lichtenstein
Managing Member
  
 

 
 
 -----END PRIVACY-ENHANCED MESSAGE-----