Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  STEEL PARTNERS II LIQUIDATING SERIES TRUST - F
 2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2009		 3. Issuer Name and Ticker or Trading Symbol
SP Acquisition Holdings, Inc. [DSP]
(Last)
(First)
(Middle)
590 MADISON AVENUE, 32ND FLOOR, 		 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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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, par value $.001 per share 668,988
D (1) (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEEL PARTNERS II LIQUIDATING SERIES TRUST - F
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    
STEEL PARTNERS II GP LLC
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    
STEEL PARTNERS II LP
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    
Steel Partners LLC
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    
STEEL PARTNERS HOLDINGS L.P.
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    

Signatures

By: Steel Partners II Liquidating Series Trust - Series F, By: Steel Partners II GP LLC, as Liquidating Trustee, By: /s/ Sanford Antignas, as Attorney in Fact for Warren G. Lichtenstein, Managing Member 07/27/2009
**Signature of Reporting Person Date
By: Steel Partners II GP LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 07/27/2009
**Signature of Reporting Person Date
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 07/27/2009
**Signature of Reporting Person Date
By: Steel Partners LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Manager 07/27/2009
**Signature of Reporting Person Date
By: Steel Partners Holdings L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 07/27/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 3 is filed jointly by Steel Partners II Liquidating Series Trust - Series F ("Steel Partners Trust"), Steel Partners II, L.P. ("Steel Partners II"), Steel Partners Holdings L.P. ("Steel Holdings"), Steel Partners LLC ("Partners LLC") and Steel Partners II GP LLC ("Steel Partners GP"). Each of the Reporting Persons is a member of a "group" for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer that beneficially owns in the aggregate in excess of 10% of the Issuer's outstanding shares of common stock. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer owned by the other members of the group.
(2) The shares reported in this Form 3 are beneficially owned directly by Steel Partners Trust, and owned indirectly by Steel Partners II by virtue of it being the record holder of the shares as nominee of Steel Partners Trust, by Steel Holdings by virtue of it being the sole limited partner of Steel Partners II, by Partners LLC by virtue of it being the manager of Steel Partners II and Steel Partners Trust and by Steel Partners GP by virtue of it being the general partner of Steel Partners II and the liquidating trustee of Steel Partners Trust. Steel Partners II, Steel Holdings, Partners LLC and Steel Partners GP disclaim beneficial ownership of the shares owned by Steel Partners Trust except to the extent of their pecuniary interest therein.

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