sc13d06447042_10042011.htm
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.  )1

ModusLink Global Solutions, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

60786L107
(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)

October 4, 2011
(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).
 
 
 
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
HANDY & HARMAN LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,757,260
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,757,260
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,757,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
BNS HOLDING, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
540,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
540,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
540,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
60,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
60,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
60,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
SPH GROUP HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
540,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
540,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
540,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
SPH GROUP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
540,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
540,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
540,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS HOLDINGS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
540,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
540,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
540,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
PN

 
7
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
540,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
540,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
540,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 60786L107
 
1
NAME OF REPORTING PERSON
 
WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
600,015
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
600,015
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
600,015
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 60786L107
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of ModusLink Global Solutions, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 1601 Trapelo Road, Waltham, Massachusetts 02451.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Handy & Harman Ltd., a Delaware corporation (“HNH”), BNS Holding, Inc., a Delaware corporation (“BNS”), Steel Partners, Ltd., a Delaware corporation (“SPL”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), and Warren G. Lichtenstein.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
Steel Holdings owns 99% of the membership interests of SPHG.  SPHG is the sole member of SPHG Holdings.  Partners LLC is the manager of Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by SPHG Holdings.  Warren G. Lichtenstein is the manager of Partners LLC.  By virtue of these relationships, each of Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares beneficially owned by SPHG Holdings.
 
SPHG Holdings owns approximately 55% of the outstanding shares of Common Stock of HNH.  Accordingly, for purposes of this statement, each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein could be deemed to beneficially own the Shares owned directly by HNH.  Each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein disclaims beneficial ownership of the Shares owned directly by HNH.
 
SPHG Holdings owns approximately 85% of the outstanding shares of Common Stock of BNS.  By virtue of SPHG Holdings’ ownership of BNS and the relationships discussed in further detail in this Item 2, each of SPHG Holdings, Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by BNS.
 
Warren G. Lichtenstein is the Chief Executive Officer and sole director of SPL.  By virtue of this relationship, Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.
 
Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of HNH, (ii) the executive officers and directors of BNS, (iii) the executive officers and directors of SPL, (iv) Steel Partners Holdings GP Inc. (“Steel Holdings GP”), the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings, (v) the executive officers of Partners LLC and (vi) the executive officers and directors of Steel Holdings GP.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons or entities listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
 
10
 
CUSIP NO. 60786L107
 
(b)           The principal business address of HNH is 1133 Westchester Avenue, Suite N222, White Plains, New York 10604.  The principal business address of BNS is 49 Stanton Avenue, Riverside, Rhode Island 02915.  The principal business address of the Reporting Persons other than HNH and BNS is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
 
(c)           HNH is a diversified industrial products and manufacturing company.  BNS is a holding company with an oil services subsidiary.  SPL is a holding company.  Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.  Steel Holdings may seek to obtain majority or primary control, board representation or other significant influence over the businesses in which it holds an interest.  The principal business of SPHG Holdings is holding securities for the account of Steel Holdings.  The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates.  The principal business of Partners LLC is serving as the manager of Steel Holdings.  The principal occupation of Warren G. Lichtenstein is serving as the manager of Partners LLC.
 
(d)           No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America.  Each of the entities who are Reporting Persons or listed on Schedule A are organized under the laws of the State of Delaware.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 3,757,260 Shares owned directly by HNH is approximately $13,379,603, including brokerage commissions.  The Shares owned directly by HNH were acquired with the working capital of HNH.
 
The aggregate purchase price of the 540,015 Shares owned directly by BNS is approximately $2,027,540, including brokerage commissions.  The Shares owned directly by BNS were acquired with the working capital of BNS.
 
The aggregate purchase price of the 60,000 Shares owned directly by SPL is approximately $411,192, including brokerage commissions.  The Shares owned directly by SPL were acquired with the working capital of SPL.
 
Set forth on Schedule B annexed hereto (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the executive officers and directors, who are not Reporting Persons, of the entities listed on Schedule A.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
 
11
 
CUSIP NO. 60786L107
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, communicating with shareholders, management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including seeking board representation), or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 43,815,576 Shares outstanding, which is the total number of Shares outstanding as of June 3, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on June 9, 2011.
 
As of the close of business on October 13, 2011, HNH owned directly 3,757,260 Shares, constituting approximately 8.6% of the Shares outstanding.
 
As of the close of business on October 13, 2011, BNS owned directly 540,015 Shares, constituting approximately 1.2% of the Shares outstanding.  By virtue of their relationship with BNS discussed in further detail in Item 2, each of Steel Holdings, SPHG Holdings, SPHG, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by BNS.
 
As of the close of business on October 13, 2011, SPL owned directly 60,000 Shares, constituting less than 1% of the Shares outstanding.  By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.
 
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the executive officers and directors, who are not Reporting Persons, of the entities listed on Schedule A.  Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
 
This statement reports an aggregate of 4,367,275 Shares, constituting approximately 9.9% of the Shares outstanding.
 
 
12
 
CUSIP NO. 60786L107
 
(b)           HNH has sole power to vote and dispose of the Shares it owns directly.
 
Each of BNS, SPHG Holdings, SPHG, Steel Holdings, Partners LLC and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by BNS.
 
Each of SPL and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by SPL.
 
(c)           Schedule C annexed hereto lists all transactions in the Shares of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.
 
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Handy & Harman Ltd., BNS Holding, Inc., Steel Partners, Ltd., Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC, Steel Partners LLC and Warren G. Lichtenstein, dated October 14, 2011.
 
 
99.2
Powers of Attorney.
 
 
13
 
CUSIP NO. 60786L107

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:           October 14, 2011
HANDY & HARMAN LTD.
   
 
By:
/s/ James F. McCabe, Jr.
   
James F. McCabe, Jr.
Senior Vice President and Chief Financial Officer


 
BNS HOLDING, INC.
   
 
By:
/s/ Terry Gibson
   
Terry Gibson
President and Chief Executive Officer


 
STEEL PARTNERS, LTD.
   
 
By:
/s/ Jack L. Howard
   
Jack L. Howard
President


 
SPH GROUP HOLDINGS LLC
   
 
By:
Steel Partners Holdings GP Inc.
Manager
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
Chief Operating Officer


 
SPH GROUP LLC
   
 
By:
Steel Partners Holdings GP Inc.
Managing Member
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
Chief Operating Officer

 
14
 
CUSIP NO. 60786L107

 
STEEL PARTNERS HOLDINGS L.P.
   
 
By:
Steel Partners Holdings GP Inc.
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
Chief Operating Officer


 
STEEL PARTNERS LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
Chief Operating Officer


 
/s/ Sanford Antignas
 
SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein

 
15
 
CUSIP NO. 60786L107
 
SCHEDULE A

Executive Officers and Directors of Handy & Harman Ltd.
 
Name and Position
  
Present Principal Occupation
  
Business Address
Warren G. Lichtenstein,
Chairman
  
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Glen M. Kassan,
Vice Chairman and Chief Executive Officer
  
Managing Director and operating partner of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Robert Frankfurt,
Director*
  
President of  Myca Partners, Inc., an investment advisory services firm
  
c/o Handy & Harman Ltd.
1133 Westchester Avenue, Suite N222
White Plains, New York 10604
Jack L. Howard,
Director
  
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
John H. McNamara, Jr.,
Director
  
Managing Director and investment professional of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Mitchell I. Quain,
Director
  
Managing Director of One Equity Partners, a private investment firm
  
c/o Handy & Harman Ltd.
1133 Westchester Avenue, Suite N222
White Plains, NY 10604
Garen W. Smith,
Director
  
Vice President, Secretary and Treasurer of New Abundance Corp., a business consulting company
  
c/o Handy & Harman Ltd.
1133 Westchester Avenue, Suite N222
White Plains, NY 10604
Jeffrey A. Svoboda,
Senior Vice President and Director
  
President and Chief Executive Officer of Handy & Harman Group Ltd., a subsidiary of Handy & Harman Ltd.
  
c/o Handy & Harman Ltd.
1133 Westchester Avenue, Suite N222
White Plains, NY 10604
James F. McCabe, Jr.,
Chief Financial Officer and Senior Vice President
  
Chief Financial Officer, Senior Vice President and President, Shared Services of Handy & Harman Ltd.
  
c/o Handy & Harman Ltd.
1133 Westchester Avenue, Suite N222
White Plains, NY 10604

 

* Mr. Frankfurt has recused himself from all matters relating to Handy & Harman Ltd.’s investment in ModusLink Global Solutions, Inc.
 
 
A-1
 
CUSIP NO. 60786L107
 
Executive Officers and Directors of BNS Holding, Inc.
 
Name and Position
  
Present Principal Occupation
  
Business Address
Jack L. Howard,
Chairman
  
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Larry Callahan,
Director
  
Vice President of Wheelhouse Securities Corp., a broker dealer
  
c/o Wheelhouse Securities Corp.
8230 Forsyth Blvd., Suite 210
St. Louis, MO 63105
Kenneth Kong,
Director
  
Principal of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Terry Gibson,
President and Chief Executive Officer
  
Managing Director of SP Corporate Services, LLC, a management and advisory services company
  
c/o SP Corporate Services, LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
Executive Officers and Directors of Steel Partners, Ltd.
 
Name and Position
  
Present Principal Occupation
  
Business Address
Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director
  
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard, President
  
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Sanford Antignas, Chief Operating Officer and Secretary
  
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
A-2
 
CUSIP NO. 60786L107
 
General Partner of Steel Partners Holdings L.P., Managing Member of SPH Group LLC and Manager of SPH Group Holdings LLC
 
Name
  
Present Principal Business
  
Business Address
Steel Partners Holdings GP Inc.
  
General Partner of Steel Partners Holdings L.P., Managing Member of SPH Group LLC and Manager of SPH Group Holdings LLC
  
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
Executive Officers of Steel Partners LLC
 
Name and Position
  
Present Principal Occupation
  
Business Address
Warren G. Lichtenstein, Chairman and Chief Executive Officer
  
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard, President
  
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Sanford Antignas, Managing Director, Chief Operating Officer and Secretary
  
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
A-3
 
CUSIP NO. 60786L107
 
Executive Officers and Directors of Steel Partners Holdings GP Inc.
 
Name and Position
  
Present Principal Occupation
  
Business Address
Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director
  
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard, President
  
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Sanford Antignas, Chief Operating Officer, Secretary and Director
  
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Anthony Bergamo, Director
  
Vice Chairman of MB Real Estate, a property management company
  
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
John P. McNiff, Director
  
Partner of Mera Capital Management LP, a private investment partnership
  
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
Joseph L. Mullen, Director
  
Managing Partner of Li Moran International, Inc., a management consulting company
  
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
General Richard I. Neal, Director
  
President of Sisvel US, Inc. and Audio MPEG, Inc., licensors of intellectual property
  
c/o Sisvel US, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
Allan R. Tessler, Director
  
Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
  
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014

 
A-4
 
CUSIP NO. 60786L107
 
SCHEDULE B
 
Interest in Securities of the Issuer by the Officers and Directors,
Who Are Not Reporting Persons, of the Entities Listed on Schedule A
 
Name
  
Number of Shares
Beneficially Owned
  
Percentage
  
Aggregate Cost
Jack L. Howard
  
10,000
  
Less than 1%
  
$68,530

 
B-1
 
CUSIP NO. 60786L107
 
SCHEDULE C
 
Transactions in the Securities of the Issuer During the Past 60 Days
 
Class of
Security
Securities
Purchased
Price ($)
Date of
Purchase

HANDY & HARMAN LTD.

Common Stock
1,547,733
  
3.5200
09/30/11
Common Stock
1,992,147
  
3.5024
10/04/11
Common Stock
75,000
  
3.7500
10/05/11
Common Stock
83,000
  
3.9500
10/06/11
Common Stock
30,000
  
4.0300
10/07/11
Common Stock
29,380
  
3.8000
10/11/11

BNS HOLDING, INC.

Common Stock
97,300
  
3.7275
08/08/11
Common Stock
163,732
  
3.7015
08/09/11
Common Stock
59,111
  
3.7964
08/10/11
Common Stock
11,282
  
3.7828
08/12/11
Common Stock
5,047
  
3.7985
08/12/11
Common Stock
300
  
3.7900
08/15/11
Common Stock
12,431
  
3.8973
08/16/11
Common Stock
6,078
  
3.9070
08/17/11
Common Stock
19,177
  
3.8998
08/18/11
Common Stock
3,929
  
3.8451
08/19/11
Common Stock
34,997
  
3.7803
08/22/11
Common Stock
12,432
  
3.8079
08/23/11
Common Stock
3,000
  
3.8436
08/24/11
Common Stock
34,199
  
3.8481
08/25/11
Common Stock
52,000
  
3.4595
09/29/11
Common Stock
25,000
  
3.6157
09/30/11
 
 
C-1