The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.
Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
As of the date hereof, neither Ramius Navigation Master Fund Ltd (“Navigation Master Fund”) nor Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”) beneficially owns any Shares and each will cease to be a Reporting Person immediately following the filing of this Amendment No. 3.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Value and Opportunity Master Fund, ROIL and COIL were purchased with working capital (which may, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 3,885,294 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, COIL and ROIL is approximately $15,182,000, excluding brokerage commissions.
Item 5.
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Interest in Securities of the Issuer
.
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Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 59,718,344 Shares outstanding, as of November 4, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2010.
A.
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Value and Opportunity Master Fund
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(a)
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As of the close of business on December 20, 2010, Value and Opportunity Master Fund beneficially owned 3,421,830 Shares.
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Percentage: Approximately 5.7%.
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(b)
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1. Sole power to vote or direct vote: 3,421,830
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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: 3,421,830
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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 during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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B.
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Navigation Master Fund
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(a)
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As of the close of business on December 20, 2010, Navigation Master Fund no longer owned any Shares.
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Percentage: 0%.
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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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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.
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(a)
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As of the close of business on December 20, 2010, ROIL beneficially owned 165,141 Shares.
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Percentage: Less than 1%.
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(b)
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1. Sole power to vote or direct vote: 165,141
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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: 165,141
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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 ROIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on December 20, 2010, COIL beneficially owned 298,323 Shares.
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Percentage: Less than 1%.
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(b)
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1. Sole power to vote or direct vote: 298,323
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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: 298,323
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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 during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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E.
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Enterprise Master Fund
|
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(a)
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As of the close of business on December 20, 2010, Enterprise Master Fund no longer owned any Shares.
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Percentage: 0%.
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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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Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days. 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.
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(a)
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Ramius Advisors, as the managing member of ROIL and the general partner of COIL, may be deemed the beneficial owner of the (i) 165,141 Shares owned by ROIL and (ii) 298,323 Shares owned by COIL.
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Percentage: Less than 1%.
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(b)
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1. Sole power to vote or direct vote: 463,464
|
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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: 463,464
|
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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 during the past 60 days. The transactions in the Shares by ROIL and COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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G.
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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 3,421,830 Shares owned by Value and Opportunity Master Fund.
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Percentage: Approximately 5.7%.
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(b)
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1. Sole power to vote or direct vote: 3,421,830
|
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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: 3,421,830
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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 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.
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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) 3,421,830 Shares owned by Value and Opportunity Master Fund, (ii) 165,141 Shares owned by ROIL and (iii) 298,323 Shares owned by COIL.
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Percentage: Approximately 6.5%.
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(b)
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1. Sole power to vote or direct vote: 3,885,294
|
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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: 3,885,294
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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 during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
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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) 3,421,830 Shares owned by Value and Opportunity Master Fund, (ii) 165,141 Shares owned by ROIL and (iii) 298,323 Shares owned by COIL.
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Percentage: Approximately 6.5%.
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(b)
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1. Sole power to vote or direct vote: 3,885,294
|
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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: 3,885,294
|
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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 during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
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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) 3,421,830 Shares owned by Value and Opportunity Master Fund, (ii) 165,141 Shares owned by ROIL and (iii) 298,323 Shares owned by COIL.
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Percentage: Approximately 6.5%.
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(b)
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1. Sole power to vote or direct vote: 3,885,294
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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: 3,885,294
|
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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 during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
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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) 3,421,830 Shares owned by Value and Opportunity Master Fund, (ii) 165,141 Shares owned by ROIL and (iii) 298,323 Shares owned by COIL.
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Percentage: Approximately 6.5%.
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(b)
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1. Sole power to vote or direct vote: 3,885,294
|
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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: 3,885,294
|
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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 during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
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L.
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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) 3,421,830 Shares owned by Value and Opportunity Master Fund, (ii) 165,141 Shares owned by ROIL and (iii) 298,323 Shares owned by COIL.
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Percentage: Approximately 6.5%.
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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: 3,885,294
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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: 3,885,294
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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 during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A 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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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: December 21, 2010
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity 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
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
its sole member
RAMIUS OPTIMUM INVESTMENTS LLC
By: Ramius Advisors, LLC,
its managing member
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COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
its general partner
RAMIUS 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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Name:
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Owen S. Littman
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Title:
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Authorized Signatory
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OWEN S. LITTMAN
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As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
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SCHEDULE A
Transactions in the Shares During the Past 60 Days to the Schedule 13D
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
3,075
|
|
4.1995
|
11/08/2010
|
15,675
|
|
4.1975
|
11/09/2010
|
19,950
|
|
4.1848
|
11/16/2010
|
10,725
|
|
4.0487
|
11/17/2010
|
6,711
|
|
4.0439
|
11/23/2010
|
12,038
|
|
4.0448
|
11/23/2010
|
(27,919)
|
|
4.6510
|
12/06/2010
|
(567)
|
|
4.6672
|
12/06/2010
|
(52,365)
|
|
4.7751
|
12/07/2010
|
(88,072)
|
|
4.7600
|
12/08/2010
|
(22,987)
|
|
4.7399
|
12/08/2010
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(50,289)
|
|
4.9083
|
12/09/2010
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(73,556)
|
|
5.1944
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12/10/2010
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(33,274)
|
|
5.1089
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12/13/2010
|
(13,475)
|
|
5.0022
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12/14/2010
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(11,802)
|
|
5.0131
|
12/15/2010
|
(32,586)
|
|
5.1584
|
12/17/2010
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(33,379)
|
|
5.1904
|
12/20/2010
|
COWEN OVERSEAS INVESTMENT LP
1,025
|
|
4.1995
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11/08/2010
|
5,225
|
|
4.1975
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11/09/2010
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6,650
|
|
4.1848
|
11/16/2010
|
3,575
|
|
4.0487
|
11/17/2010
|
2,238
|
|
4.0439
|
11/23/2010
|
4,013
|
|
4.0448
|
11/23/2010
|
(2,434)
|
|
4.6510
|
12/06/2010
|
(49)
|
|
4.6672
|
12/06/2010
|
(4,565)
|
|
4.7751
|
12/07/2010
|
(7,678)
|
|
4.7600
|
12/08/2010
|
(2,004)
|
|
4.7399
|
12/08/2010
|
(4,384)
|
|
4.9083
|
12/09/2010
|
(6,413)
|
|
5.1944
|
12/10/2010
|
(2,901)
|
|
5.1089
|
12/13/2010
|
(1,175)
|
|
5.0022
|
12/14/2010
|
(1,029)
|
|
5.0131
|
12/15/2010
|
(2,841)
|
|
5.1584
|
12/17/2010
|
(2,910)
|
|
5.1904
|
12/20/2010
|
RAMIUS OPTIMUM INVESTMENTS LLC
(1,347)
|
|
4.6510
|
12/06/2010
|
(27)
|
|
4.6672
|
12/06/2010
|
(2,527)
|
|
4.7751
|
12/07/2010
|
(4,250)
|
|
4.7600
|
12/08/2010
|
(1,109)
|
|
4.7399
|
12/08/2010
|
(2,427)
|
|
4.9083
|
12/09/2010
|
(3,550)
|
|
5.1944
|
12/10/2010
|
(1,606)
|
|
5.1089
|
12/13/2010
|
(650)
|
|
5.0022
|
12/14/2010
|
(569)
|
|
5.0131
|
12/15/2010
|
(1,573)
|
|
5.1584
|
12/17/2010
|
(1,611)
|
|
5.1904
|
12/20/2010
|
RAMIUS NAVIGATION MASTER FUND LTD
(98,500)
|
|
4.5097
|
10/15/2010
|
(32,206)
|
|
4.4461
|
10/18/2010
|