1
|
NAME OF REPORTING PERSON
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,756,872
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,756,872
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,872
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
COWEN OVERSEAS INVESTMENT LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
217,790
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
217,790
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,790
|
||
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
PN
|
1
|
NAME OF REPORTING PERSON
RAMIUS NAVIGATION MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
331,898
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
331,898
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,898
|
||
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
|
1
|
NAME OF REPORTING PERSON
RAMIUS ENTERPRISE MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
331,898
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
331,898
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,898
|
||
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
|
1
|
NAME OF REPORTING PERSON
RAMIUS ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
549,688
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
549,688
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,688
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,756,872
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,756,872
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,872
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
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) x
(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
2,306,560
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,306,560
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,306,560
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,306,560
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,306,560
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,306,560
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,306,560
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,306,560
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
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) x
(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
2,306,560
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,306,560
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,306,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DAVID W. BARRON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PETER A. FELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
KENNETH H. TRAUB
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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Item 2.
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Identity and Background.
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(i)
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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;
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(ii)
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Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it;
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(iii)
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Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
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(iv)
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Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), that serves as the sole shareholder of Navigation Master Fund;
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(v)
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Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), that serves as the investment advisor of Enterprise Master Fund and Navigation Master Fund and the general partner of COIL;
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(vi)
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Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), that serves as the investment manager of Value and Opportunity Master Fund;
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(vii)
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Ramius LLC, a Delaware limited liability company (“Ramius”), that serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;
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(viii)
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Cowen Group, Inc., a Delaware corporation (“Cowen”), that serves as the sole member of Ramius;
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(ix)
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RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), that is a significant shareholder of Cowen;
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(x)
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C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), that serves as managing member of RCG Holdings;
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(xi)
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Peter A. Cohen, who serves as one of the managing members of C4S;
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(xii)
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Morgan B. Stark, who serves as one of the managing members of C4S;
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(xiii)
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Thomas W. Strauss, who serves as one of the managing members of C4S;
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(xiv)
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Jeffrey M. Solomon, who serves as one of the managing members of C4S;
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(xv)
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David W. Barron, who is a nominee for the Board;
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(xvi)
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Peter A. Feld, who is a nominee for the Board; and
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(xvii)
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Kenneth H. Traub, who is a nominee for the Board.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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A.
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Value and Opportunity Master Fund
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(a)
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As of close of the close of business on December 31, 2010, Value and Opportunity Master Fund beneficially owned 1,756,872 Shares.
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(b)
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1. Sole power to vote or direct vote: 1,756,872
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,756,872
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
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B.
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COIL
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(a)
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As of the close of business on December 31, 2010, COIL beneficially owned 217,790 Shares.
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(b)
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1. Sole power to vote or direct vote: 217,790
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 217,790
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by COIL since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
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C.
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Navigation Master Fund
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(a)
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As of the close of business on December 31, 2010, Navigation Master Fund beneficially owned 331,898 Shares.
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(b)
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1. Sole power to vote or direct vote: 331,898
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 331,898
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
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D.
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Enterprise Master Fund
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(a)
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Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 331,898 Shares owned by Navigation Master Fund.
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(b)
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1. Sole power to vote or direct vote: 331,898
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 331,898
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Enterprise Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares on behalf of Navigation Master Fund since the filing of Amendment No. 9 to the Schedule 13D are set forth on Schedule B and are incorporated herein by reference.
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E.
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Ramius Advisors
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(a)
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Ramius Advisors, as the investment advisor of Enterprise Master Fund and Navigation Master Fund and the general partner of COIL, may be deemed the beneficial owner of the (i) 331,898 Shares owned by Navigation Master Fund and (ii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 549,688
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 549,688
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares by Navigation Master Fund and COIL since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
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F.
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Value and Opportunity Advisors
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(a)
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Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 1,756,872 Shares owned by Value and Opportunity Master Fund.
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(b)
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1. Sole power to vote or direct vote: 1,756,872
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,756,872
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Value and Opportunity Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth on Schedule B and incorporated herein by reference.
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G.
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Ramius
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(a)
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Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 1,756,872 Shares owned by Value and Opportunity Master Fund, (ii) 331,898 Shares owned by Navigation Master Fund and (iii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 2,306,560
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,306,560
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Ramius has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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H.
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Cowen
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(a)
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Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,756,872 Shares owned by Value and Opportunity Master Fund, (ii) 331,898 Shares owned by Navigation Master Fund and (iii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 2,306,560
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,306,560
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Cowen has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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I.
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RCG Holdings
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(a)
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RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,756,872 Shares owned by Value and Opportunity Master Fund, (ii) 331,898 Shares owned by Navigation Master Fund and (iii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 2,306,560
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,306,560
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4. Shared power to dispose or direct the disposition: 0
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(c)
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RCG Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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J.
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C4S
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(a)
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C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,756,872 Shares owned by Value and Opportunity Master Fund, (ii) 331,898 Shares owned by Navigation Master Fund and (iii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 2,306,560
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,306,560
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4. Shared power to dispose or direct the disposition: 0
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(c)
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C4S has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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K.
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Messrs. Cohen, Stark, Strauss and Solomon
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(a)
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Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,756,872 Shares owned by Value and Opportunity Master Fund, (ii) 331,898 Shares owned by Navigation Master Fund and (iii) 217,790 Shares owned by COIL.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 2,306,560
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 2,306,560
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(c)
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None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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L.
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Messrs. Barron, Feld and Traub
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(a)
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As of the close of business on December 31, 2010, none of Messrs. Barron, Feld and Traub directly owned any Shares. Each of Messrs. Barron, Feld and Traub, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,335,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,111,850 Shares beneficially owned by COIL. Each of Messrs. Barron, Feld and Traub disclaims beneficial ownership of such Shares.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Neither of Messrs. Barron, Feld and Traub has entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
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(d)
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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.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Cowen Overseas Investment LP, Ramius Navigation Master Fund Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, David W. Barron, Peter A. Feld and Kenneth H. Traub, dated January 3, 2010.
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99.2
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Form of Indemnification Letter Agreement.
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99.3
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Form of Compensation Letter Agreement.
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99.4
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Powers of Attorney for David W. Barron and Kenneth H. Traub.
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RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
its investment manager
COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
its general partner
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
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RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
its sole member
RAMIUS LLC
By: Cowen Group, Inc.,
its sole member
COWEN GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
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By:
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/s/ Owen S. Littman | |
Name:
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Owen S. Littman
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Title:
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Authorized Signatory
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/s/ Owen S. Littman |
OWEN S. LITTMAN
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As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, David W. Barron and Kenneth H. Traub
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/s/ Peter A. Feld |
PETER A. FELD
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Shares of Common Stock
Purchased / (Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
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795,000
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5.6938
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12/30/2010
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(380,843)
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6.4100
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12/31/2010
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RAMIUS NAVIGATION MASTER FUND LTD
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(71,947)
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6.4100
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12/31/2010
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COWEN OVERSEAS INVESTMENT LP
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217,790
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5.6938
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12/30/2010
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(47,210)
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6.4100
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12/31/2010
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RCG PB, LTD
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||
(424,443)
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5.6788
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12/30/2010
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(643,080)
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5.6788
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12/30/2010
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