The following constitutes Amendment No.
1 (“Amendment No. 1”) to the Schedule 13D filed by the
undersigned. This Amendment No. 1 amends the Schedule 13D as
specifically set forth.
Item 2 is
hereby amended to add the following:
Since the
filing of the Schedule 13D:
|
(i)
|
Ramius
Capital has changed its name to Ramius LLC
(“Ramius”);
|
|
(ii)
|
Starboard
changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value
and Opportunity Master Fund”);
|
|
(iii)
|
RCG
Enterprise changed its name to Ramius Enterprise Master Fund Ltd
(“Enterprise Master Fund”); and
|
|
(iv)
|
The
address of the principal office of each of Parche, Value and Opportunity
Master Fund, RCG Starboard Advisors, Ramius, C4S, Mr. Cohen, Mr. Stark,
Mr. Strauss and Mr. Solomon is now 599 Lexington Avenue, 20th Floor, New
York, New York 10022.
|
RCG PB,
Ltd, a Cayman Islands exempted company (“RCG PB”), is hereby added as a member
of the Section 13(d) group and as a Reporting Person. The principal
office of RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Corproate
Center, West Bay Road, Grand Cayman, Cayman Islands, British West
Indies. The officers and directors of RCG PB and their principal
occupations and business addresses are set forth on Schedule B and incorporated
by reference in this Item 2. The principal business of RCG PB is
serving as a private investment fund.
Ramius
Merger Arbitrage Master Fund Ltd, a Cayman Islands exempted company (“Merger
Arbitrage Master Fund”), is hereby added as a member of the Section 13(d) group
and as a Reporting Person. The principal office of Merger Arbitrage
Master Fund is c/o Citco Fund Services (Cayman Islands) Limited, Corproate
Center, West Bay Road, Grand Cayman, Cayman Islands, British West
Indies. The officers and directors of Merger Arbitrage Master Fund
and their principal occupations and business addresses are set forth on Schedule
C and incorporated by reference in this Item 2. The principal
business of Merger Arbitrage Master Fund is serving as a private investment
fund.
Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), is
hereby added as a member of the Section 13(d) group as a Reporting
Person. The address of the principal office of Ramius Advisors is 599
Lexington Avenue, 20th Floor, New York, New York 10022. The principal
business of Ramius Advisors is acting as the investment advisor of Enterprise
Master Fund, RCG PB and Merger Arbitrage Master Fund. Ramius is the
sole member of Ramius Advisors.
As a
result of a reorganization of the Reporting Persons and their affiliates, Ramius
Advisors serves as the investment advisor of each of Merger Arbitrage Master
Fund, Enterprise Master Fund and RCG PB.
No
Reporting Person, nor any person listed on Schedule B or Schedule C, annexed
hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
No
Reporting Person, nor any person listed on Schedule B or Schedule C, annexed
hereto, has, during the last five years, been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
The first
paragraph of Item 3 is hereby amended and restated as follows:
The Shares purchased by Enterprise
Master Fund, RCG PB and Merger Arbitrage Master Fund were purchased with working
capital (which may, at any given time, 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 972,976 Shares
beneficially owned in the aggregate by Enterprise Master Fund, RCG PB and Merger
Arbitrage Master Fund is approximately $4,553,527, excluding brokerage
commissions.
Item 5 is
hereby amended and restated as follows:
The aggregate percentage of Shares
reported owned by each person named herein is based upon 26,569,626 Shares
outstanding, as of September 30, 2008, which is the total number of Shares
outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on October 3,
2008.
|
(a)
|
As
of the close of business on October 14, 2008, Parche did not beneficially
own any Shares.
|
Percentage:
0%.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Parche are set forth in Schedule A and are
incorporated herein by reference.
|
B.
|
Value
and Opportunity Master Fund
|
|
(a)
|
As
of the close of business on October 14, 2008, Value and Opportunity Master
Fund did not beneficially own any
Shares.
|
Percentage:
0%.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Value and Opportunity Master Fund are set
forth in Schedule A and are incorporated herein by
reference.
|
|
(a)
|
As
of the close of business on October 14, 2008, RCG PB beneficially owned
476,758 Shares.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
476,758
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
476,758
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by RCG PB are set forth in Schedule A and are
incorporated herein by reference.
|
D.
|
Enterprise
Master Fund
|
|
(a)
|
As
of the close of business on October 14, 2008, Enterprise Master Fund
beneficially owned 252,974 Shares.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
252,974
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
252,974
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Enterprise Master Fund are set forth in
Schedule A and are incorporated herein by
reference.
|
E.
|
Merger
Arbitrage Master Fund
|
|
(a)
|
As
of the close of business on October 14, 2008, Merger Arbitrage Master Fund
beneficially owned 243,244 Shares.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
243,244
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
243,244
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Merger Arbitrage Master Fund are set forth
in Schedule A and are incorporated herein by
reference.
|
|
(a)
|
As
the investment advisor of each of RCG PB, Enterprise Master Fund and
Merger Arbitrage Master Fund, Ramius Advisors may be deemed to be the
beneficial owner of the (i) 476,758 Shares owned by RCG PB, (ii) 252,974
Shares owned by Enterprise Master Fund and (iii) 243,244 Shares owned by
Merger Arbitrage Master Fund.
|
Percentage:
Approximately 3.7%.
|
(b)
|
1.
Sole power to vote or direct vote:
972,976
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
972,976
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the
Shares. The transactions in the Shares on behalf of RCG PB,
Enterprise Master Fund and Merger Arbitrage Master Fund are set forth in
Schedule A and are incorporated herein by
reference.
|
G.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the investment manager of Value and Opportunity Master Fund and the
managing member of Parche, RCG Starboard Advisors does not beneficially
own any Shares.
|
Percentage:
0%.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the
Shares. The transactions in the Shares on behalf of Value and
Opportunity Master Fund and Parche are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
As
the sole member of each of RCG Starboard Advisros and Ramius Advisors,
Ramius may be deemed to be the beneficial owner of the (i) 476,758 Shares
owned by RCG PB, (ii) 252,974 Shares owned by Enterprise Master Fund and
(iii) 243,244 Shares owned by Merger Arbitrage Master
Fund.
|
Percentage:
Approximately 3.7%.
|
(b)
|
1.
Sole power to vote or direct vote:
972,976
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
972,976
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares. The
transactions in the Shares on behalf of Value and Opportunity Master Fund,
Parche, RCG PB, Enterprise Master Fund and Merger Arbitrage Master Fund
are set forth in Schedule A and incorporated herein by
reference.
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed to be the beneficial
owner of the (i) 476,758 Shares owned by RCG PB, (ii) 252,974 Shares owned
by Enterprise Master Fund and (iii) 243,244 Shares owned by Merger
Arbitrage Master Fund.
|
Percentage:
Approximately 3.7%.
|
(b)
|
1.
Sole power to vote or direct vote:
972,976
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
972,976
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares. The
transactions in the Shares on behalf of Value and Opportunity Master Fund,
Parche, RCG PB, Enterprise Master Fund and Merger Arbitrage Master Fund
are set forth in Schedule A and incorporated herein by
reference.
|
J.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
As
the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to be the beneficial owner of the (i) 476,758
Shares owned by RCG PB, (ii) 252,974 Shares owned by Enterprise Master
Fund and (iii) 243,244 Shares owned by Merger Arbitrage Master
Fund.
|
Percentage:
Approximately 3.7%.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
972,976
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
972,976
|
|
(c)
|
None
of Messrs. Cohen, Stark, Strauss or Solomon entered into any transactions
in the Shares. The transactions in the Shares on behalf of
Value and Opportunity Master Fund, Parche, RCG PB, Enterprise Master Fund
and Merger Arbitrage Master Fund are set forth in 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, such shares of the Common
Stock.
|
|
(e)
|
Effective
September 4, 2008, the Reporting Persons ceased to be 5% owners of the
Issuer.
|
Item 6 is
hereby amended to add the following:
On
October 14, 2008, Value and Opportunity Master Fund, Parche, Merger Arbitrage
Master Fund, Enterprise Master Fund, RCG PB, RCG Starboard Advisors, Ramius
Advisors, Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon
(collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint
Filing Agreement”) in which the Group agreed to the joint filing on behalf of
them of statements on Schedule 13D with respect to securities of the Issuer, to
the extent required by applicable law. The Joint Filing Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 7 is
hereby amended to include the following exhibit:
Exhibit
99.1
|
Joint
Filing Agreement by and among Value and Opportunity Master Fund Ltd,
Parche, LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Enterprise
Master Fund Ltd, RCG PB, Ltd, RCG Starboard Advisors, LLC, Ramius
Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan
B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated October 14,
2008.
|
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated:
October 14, 2008
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RCG Starboard Advisors, LLC,
its
investment manager
PARCHE,
LLC
By:
RCG Starboard Advisors, LLC,
its managing member
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its investment advisor
RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment manager
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment manager
|
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as
managing member
C4S
& CO., L.L.C.
|
By:
|
/s/
Jeffrey M. Solomon
|
|
|
Name:
Jeffrey M. Solomon
|
|
|
Title:
Authorized Signatory
|
|
/s/
Jeffrey M. Solomon
|
|
JEFFREY
M. SOLOMON
|
|
Individually
and as attorney-in-fact for Peter A. Cohen,
Morgan
B. Stark and Thomas W. Strauss
|
|
SCHEDULE
A
Transactions in the Shares
By the Reporting Persons
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
PARCHE,
LLC
(3,520)
|
|
3.6383
|
07/23/08
|
(1,600)
|
|
3.6300
|
07/24/08
|
(17,675)
|
|
3.4077
|
07/28/08
|
(2,959)
|
|
3.4012
|
07/29/08
|
(923)
|
|
3.3425
|
07/30/08
|
(3,149)
|
|
3.3597
|
07/31/08
|
(3,415)
|
|
3.3574
|
08/01/08
|
(3,367)
|
|
3.3492
|
08/04/08
|
(1,472)
|
|
3.3272
|
08/05/08
|
(110,400)
|
|
4.6500
|
09/04/08
|
(40,000)
|
|
4.6500
|
09/04/08
|
(32,000)
|
|
4.6500
|
09/04/08
|
(51,892)
|
|
4.6700
|
09/10/08
|
(155,677)
(1)
|
|
4.6800
|
09/10/08
|
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
(18,480)
|
|
3.6383
|
07/23/08
|
(8,400)
|
|
3.6300
|
07/24/08
|
(92,791)
|
|
3.4077
|
07/28/08
|
(15,536)
|
|
3.4012
|
07/29/08
|
(4,848)
|
|
3.3425
|
07/30/08
|
(16,535)
|
|
3.3597
|
07/31/08
|
(17,927)
|
|
3.3574
|
08/01/08
|
(17,675)
|
|
3.3492
|
08/04/08
|
(7,728)
|
|
3.3272
|
08/05/08
|
(262,182)
(2)
|
|
4.0000
|
09/01/08
|
(505,376)
|
|
4.6500
|
09/04/08
|
(183,107)
|
|
4.6500
|
09/04/08
|
(146,486)
|
|
4.6500
|
09/04/08
|
(237,545)
|
|
4.6700
|
09/10/08
|
(711,636)
(3)
|
|
4.6800
|
09/10/08
|
(1,000)
|
|
4.6800
|
09/10/08
|
_______________
1
Shares
were transferred in a private transaction with affiliates of Parche, LLC, for
which Ramius LLC serves as the sole member of the investment
advisor.
2
Shares
were transferred in a private transaction with an affiliate of Ramius Value and
Opportunity Master Fund Ltd, for which Ramius LLC serves as the sole member of
the investment advisor.
3
Shares
were transferred in a private transaction with affiliates of Ramius Value and
Opportunity Master Fund Ltd, for which Ramius LLC serves as the sole member of
the investment advisor.
RCG PB,
LTD
262,182
(4)
|
|
4.0000
|
09/01/08
|
(74,224)
|
|
4.6500
|
09/04/08
|
(26,893)
|
|
4.6500
|
09/04/08
|
(21,514)
|
|
4.6500
|
09/04/08
|
(104,663)
(5)
|
|
4.6800
|
09/10/08
|
104,663
(6)
|
|
4.6800
|
09/10/08
|
(34,888)
|
|
4.6700
|
09/10/08
|
372,095
(7)
|
|
4.6800
|
09/10/08
|
RAMIUS MERGER ARBITRAGE
MASTER FUND LTD
243,244
(8)
|
|
4.6800
|
09/10/08
|
RAMIUS ENTERPRISE MASTER
FUND LTD
252,974
(9)
|
|
4.6800
|
09/10/08
|
4
Shares
were acquired in a private transaction with an affiliate of RCG PB, Ltd, for
which Ramius LLC serves as the sole member of the managing
member.
5
Shares
were transferred as part of an internal transaction between portfolios of RCG
PB, Ltd.
6
Shares
were acquired as part of an internal transaction between portfolios of RCG PB,
Ltd.
7
Shares
were acquired in a private transaction with affiliates of RCG PB, Ltd, for which
Ramius LLC serves as the sole member of the managing member or investment
manager, as the case may be, of such affiliates.
8
Shares
were acquired in a private transaction with affiliates of Ramius Merger
Arbitrage Master Fund Ltd, for which Ramius LLC serves as the sole member of the
managing member or investment manager, as the case may be, of such
affiliates.
9
Shares
were acquired in a private transaction with affiliates of Ramius Enterprise
Master Fund Ltd, for which Ramius LLC serves as the sole member of the managing
member or investment manager, as the case may be, of such
affiliates.
SCHEDULE
B
Directors
and Officers of RCG PB, Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
20th
Floor
New
York, New York 10022
|
|
|
|
|
|
Marran
Ogilvie
Director
|
|
Chief
Operating Officer of Ramius LLC
|
|
599
Lexington Avenue
20th
Floor
New
York, New York 10022
|
|
|
|
|
|
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
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
C
Directors
and Officers of Ramius Merger Arbitrage Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
20th
Floor
New
York, New York 10022
|
|
|
|
|
|
Marran
Ogilvie
Director
|
|
Chief
Operating Officer of Ramius LLC
|
|
599
Lexington Avenue
20th
Floor
New
York, New York 10022
|
|
|
|
|
|
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
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|