1
|
NAME OF REPORTING PERSON
RAMIUS VALUE AND OPPORTUNITY MASTER FUND 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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,956,137
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,956,137
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,956,137
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RCG PB, 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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,555,224
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,555,224
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,224
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
RAMIUS ENTERPRISE MASTER FUND LTD
|
||
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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
588,360
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
588,360
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,360
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RAMIUS NAVIGATION MASTER FUND 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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
588,360
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
588,360
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,360
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RAMIUS ADVISORS, 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
2,143,584
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,143,584
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,143,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
RCG STARBOARD ADVISORS, 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
1,956,137
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,956,137
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,956,137
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
RAMIUS 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
4,099,721
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,099,721
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
COWEN GROUP, INC.
|
||
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
4,099,721
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,099,721
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RCG 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
4,099,721
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,099,721
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
C4S & CO., L.L.C.
|
||
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
4,099,721
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,099,721
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
PETER A. COHEN
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,099,721
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,099,721
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MORGAN B. STARK
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,099,721
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,099,721
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JEFFREY M. SOLOMON
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,099,721
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,099,721
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
THOMAS W. STRAUSS
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,099,721
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,099,721
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,721
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), who serves as the sole shareholder of Navigation Master Fund;
|
|
(v)
|
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund, Navigation Master Fund and RCG PB;
|
|
(vi)
|
RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
|
|
(vii)
|
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;
|
|
(viii)
|
Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;
|
|
(ix)
|
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen;
|
|
(x)
|
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;
|
|
(xi)
|
Peter A. Cohen, who serves as one of the managing members of C4S;
|
|
(xii)
|
Morgan B. Stark, who serves as one of the managing members of C4S;
|
|
(xiii)
|
Thomas W. Strauss, who serves as one of the managing members of C4S; and
|
|
(xiv)
|
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Value and Opportunity Master Fund
|
|
(a)
|
As of close of the close of business on May 21, 2010, Value and Opportunity Master Fund beneficially owned 1,956,137 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,956,137
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,956,137
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Navigation Master Fund
|
|
(a)
|
As of the close of business on May 21, 2010, Navigation Master Fund beneficially owned 588,360 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 588,360
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 588,360
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
RCG PB
|
|
(a)
|
As of the close of business on May 21, 2010, RCG PB beneficially owned 1,555,224 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,555,224
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,555,224
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Enterprise Master Fund
|
|
(a)
|
Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 588,360 Shares owned by Navigation Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 588,360
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 588,360
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Enterprise Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of Navigation Master Fund during the past 60 days are set forth on Schedule A and are incorporated herein by reference.
|
E.
|
Ramius Advisors
|
|
(a)
|
Ramius Advisors, as the investment advisor of each of Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 588,360 Shares owned by Navigation Master Fund and (ii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,143,584
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,143,584
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Enterprise Master Fund, Navigation Master Fund and RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
RCG Starboard Advisors
|
|
(a)
|
RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 1,956,137 Shares owned by Value and Opportunity Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,956,137
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,956,137
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
|
G.
|
Ramius
|
|
(a)
|
Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,099,721
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,099,721
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
|
H.
|
Cowen
|
|
(a)
|
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,099,721
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,099,721
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Cowen has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
|
I.
|
RCG Holdings
|
|
(a)
|
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,099,721
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,099,721
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
|
J.
|
C4S
|
|
(a)
|
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,099,721
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,099,721
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
C4S has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
|
K.
|
Messrs. Cohen, Stark, Strauss and Solomon
|
|
(a)
|
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,099,721
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,099,721
|
|
(c)
|
None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
|
|
(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 7.
|
Material to be Filed as Exhibits.
|
|
Exhibit 99.1
|
Press Release issued May 13, 2010.
|
|
Exhibit 99.2
|
Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010.
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC,
its investment manager
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
its sole member
|
RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS LLC
By: Cowen Group, Inc.,
its sole member
RCG PB, LTD
By: Ramius Advisors, LLC,
its investment advisor
COWEN GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
|
By:
|
/s/ Owen S. Littman
|
|
Name:
|
Owen S. Littman
|
|
Title:
|
Authorized Signatory
|
/s/ Owen S. Littman
|
OWEN S. LITTMAN
|
As attorney-in-fact for Jeffrey M. Solomon,
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
|
Shares of Common Stock
Purchased/ (Sold)
|
Price Per
Share($)
|
Date of
Purchase/ Sale
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
(2,188)
|
6.0738
|
04/23/2010
|
|
(9,593)
|
6.0446
|
04/23/2010
|
|
(4,915)
|
6.0833
|
04/26/2010
|
|
(334)
|
5.9632
|
04/27/2010
|
|
(7,768)
|
5.9636
|
04/27/2010
|
|
(8,504)
|
5.9235
|
04/28/2010
|
|
(9,727)
|
5.9245
|
04/29/2010
|
|
(48)
|
5.8500
|
04/30/2010
|
RAMIUS NAVIGATION MASTER FUND LTD
|
(514)
|
6.0738
|
04/23/2010
|
|
(2,253)
|
6.0446
|
04/23/2010
|
|
(1,154)
|
6.0833
|
04/26/2010
|
|
(79)
|
5.9632
|
04/27/2010
|
|
(1,824)
|
5.9636
|
04/27/2010
|
|
(1,997)
|
5.9235
|
04/28/2010
|
|
(2,284)
|
5.9245
|
04/29/2010
|
|
(11)
|
5.8500
|
04/30/2010
|
|
(459,368)*
|
5.6000
|
05/01/2010
|
|
588,360#
|
4.0547
|
05/01/2010
|
RAMIUS ENTERPRISE MASTER FUND LTD
|
(658)
|
6.0738
|
04/23/2010
|
|
(2,885)
|
6.0446
|
04/23/2010
|
|
(1,478)
|
6.0833
|
04/26/2010
|
|
(100)
|
5.9632
|
04/27/2010
|
|
(2,336)
|
5.9636
|
04/27/2010
|
|
(2,558)
|
5.9235
|
04/28/2010
|
|
(2,926)
|
5.9245
|
04/29/2010
|
|
(15)
|
5.8500
|
04/30/2010
|
|
(588,360)##
|
5.6000
|
05/01/2010
|
RCG PB, LTD
|
(1,226)
|
6.0738
|
04/23/2010
|
|
(5,374)
|
6.0446
|
04/23/2010
|
|
(2,753)
|
6.0833
|
04/26/2010
|
|
(187)
|
5.9632
|
04/27/2010
|
|
(4,352)
|
5.9636
|
04/27/2010
|
|
(4,763)
|
5.9235
|
04/28/2010
|
|
(5,449)
|
5.9245
|
04/29/2010
|
|
(26)
|
5.8500
|
04/30/2010
|
|
459,368**
|
3.8949
|
05/01/2010
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Jeffrey M. Solomon
Director
|
Chief Operating Officer of Cowen Group, Inc.
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Mark R. Mitchell
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Morgan B. Stark
Director
|
Chairman of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Jeffrey C. Smith
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Morgan B. Stark
Director
|
Chairman of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
|
Chief Executive Officer of Cowen Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jules B. Kroll
Director
|
President of JEMKroll Group
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
David M. Malcolm
Director
|
President and Chief Executive Officer of Cowen
and Company
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jerome S. Markowitz
Director
|
Senior Partner at Conifer Securities LLC
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jack H. Nusbaum
Director
|
Chairman of Willkie Farr & Gallagher LLP
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
L. Thomas Richards, M.D.
Director
|
Physician, UCSF Medical Center
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Edoardo Spezzotti
Director
|
Senior Executive Vice President of Unicredit Group
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
Italy
|
|||
John E. Toffolon, Jr.
Lead Director
|
Director, Westway Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Charles W.B. Wardell, III
Director
|
Senior Client Partner at Korn/Ferry
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
Christopher A. White
Director and Chief of Staff
|
Chief of Staff of Cowen Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Joseph R. Wright
Director
|
Chief Executive Officer and Director of
Scientific Games Corporation
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||