The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer |
This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of Cypress Bioscience, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 4350 Executive Drive, Suite 325, San Diego, California 92121.
.
| 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) | Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”), with respect to the Shares directly and beneficially owned by it; |
| | (iv) | Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it; |
| | (v) | Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), who serves as the sole shareholder of Navigation Master Fund; |
| | (vi) | Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of each of Enterprise Master Fund and Navigation Master Fund, the managing member of ROIL and the general partner of COIL; |
| | (vii) | RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund; |
| | (viii) | Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors; |
| | (ix) | Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius; |
| | (x) | RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen; |
| | (xi) | C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings; |
| | (xii) | Peter A. Cohen, who serves as one of the managing members of C4S; |
| | (xiii) | Morgan B. Stark, who serves as one of the managing members of C4S; |
| | (xiv) | Thomas W. Strauss, who serves as one of the managing members of C4S; and |
| | (xv) | Jeffrey M. Solomon, who serves as one of the managing members of C4S. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of ROIL, Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and COIL is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2. The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2. The officers and directors of Navigation Master Fund and their principal occupations and business addresses are set forth on Schedule D and incorporat ed by reference in this Item 2. The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2.
(c) The principal business of each of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL is serving as a private investment fund. Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Each of Navigation Master Fund, ROIL and COIL has been formed for the purpose of making equity and debt investments. Enterprise Master Fund is the sole shareholder of Navigation Master Fund. The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund. The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund and Enterprise Master Fund, as the managing member of ROIL and as the general partner of COIL. Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is a significant shareholder of Cowen. C4S serves as managing member of Ramius. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
(d) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each 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.
(f) Messrs. Cohen, Stark, Strauss and Solomon are citizens of the United States of America. The citizenship of the persons listed on Schedule B, Schedule C, Schedule D and Schedule E is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL 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 3,815,000 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund and ROIL is approximately $9,716,196, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On July 19, 2010, Value and Opportunity Master Fund and its affiliates (collectively, the “Ramius Group”) delivered a letter to the Issuer’s Board of Directors (the “Board”) outlining an offer to acquire all of the outstanding Shares that the Ramius Group does not already own for $4.00 per Share in cash (the “Acquisition Offer”). The Acquisition Offer described in the letter represents a 60% premium over the July 16, 2010 closing price and a 74% premium over the average closing price since the acquisition of BioLineRx’s BL-1020 drug. In addition to the all-cash Acquisition Offer, the Ramius Group also stated in the letter that it would be willing to consider an acquisition structure that would allow management to continue the development of the recently acquired BL-1020 if th ey are able to fund the required financing for the Phase IIb trial themselves or from a third party financing source. The letter stated that under this proposed structure management and third party financing could retain a 50% interest in BL-1020, with the other 50% interest retained on a pro-rata basis by the Issuer’s existing shareholders. The Ramius Group stated in the letter that it believes that this structure would provide shareholders with immediate liquidity through an all-cash acquisition at a significant premium to the current stock price and provide shareholders with an opportunity to retain future upside potential from the development of BL-1020 without shareholders funding the risk.
In the letter the Ramius Group also called on the Board to stop blindly following a management team that continues to destroy shareholder value by making increasingly risky investments with shareholder money and to immediately hire a reputable investment bank to evaluate the Ramius Group’s Acquisition Offer and to formally explore a sale of the Issuer to maximize the value for all shareholders. The Ramius Group implored the Board to cease and desist from approving any further acquisitions and not enter into, or seek or propose to enter into, any further material transactions, licensing agreements or business combinations that could jeopardize the ability for shareholders to realize full and fair value for their investment. The Ramius Group also questioned whether the members of the Board have breached their resp ective fiduciary duties to shareholders by continuing to approve highly speculative, overpriced, and value-destroying acquisitions that serve only to further entrench the existing management team and the current Board.
Additionally, the Ramius Group noted in the letter that it is currently evaluating all legal options and reserves its right to take any action necessary to ensure that the Issuer is run in a manner that is consistent with the best interests of all shareholders. The Ramius Group further stated that, while it looks forward to having productive discussions with the Issuer to consummate a transaction, in the event the Board is unwilling to negotiate a transaction that maximizes value for all shareholders, the Ramius Group reserves all rights to take any action it deems necessary to ensure the best interests of all shareholders are represented. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Reporting Person and, to the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the Issuer’s response to the Acquisition Offer, the price levels of the Shares, conditions in the securities markets and general economic and industr y conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer, including their Acquisition Offer, as they deem appropriate including, without limitation, communications with management and the Board of the Issuer, submitting books and records requests and/or a demand for a shareholder list of the Issuer under Delaware law, engaging in discussions with third parties about the Issuer, the Reporting Persons’ investment and the Acquisition Offer, making additional or supplementary proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,375,206 Shares outstanding, as of May 57, 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 May 10, 2010.
| A. | Value and Opportunity Master Fund |
| | (a) | As of close of the close of business on July 16, 2010, Value and Opportunity Master Fund beneficially owned 3,067,500 Shares. |
Percentage: Approximately 8.0%.
| | (b) | 1. Sole power to vote or direct vote: 3,067,500 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,067,500 |
| | 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. |
| | (a) | As of the close of business on July 16, 2010, Navigation Master Fund beneficially owned 2,549 Shares. |
Percentage: Less than 1%.
| | (b) | 1. Sole power to vote or direct vote: 2,549 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,549 |
| | 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. |
| | (a) | As of the close of business on July 16, 2010, ROIL beneficially owned 134,951 Shares. |
Percentage: Less than 1%.
| | (b) | 1. Sole power to vote or direct vote: 134,951 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 134,951 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by ROIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on July 16, 2010, COIL beneficially owned 610,000 Shares. |
Percentage: Approximately 1.6%.
| | (b) | 1. Sole power to vote or direct vote: 610,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 610,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 2,549 Shares owned by Navigation Master Fund. |
Percentage: Less than 1%.
| | (b) | 1. Sole power to vote or direct vote: 2,549 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,549 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days. 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. |
| | (a) | Ramius Advisors, as the investment advisor of Navigation Master Fund, the managing member of ROIL and the general partner of COIL, may be deemed the beneficial owner of the (i) 2,549 Shares owned by Navigation Master Fund, (ii) 134,951 Shares owned by ROIL and (iii) 610,000 Shares owned by COIL. |
Percentage: Approximately 1.9%.
| | (b) | 1. Sole power to vote or direct vote: 747,500 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 747,500 |
| | 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 Navigation Master Fund, ROIL and COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 3,067,500 Shares owned by Value and Opportunity Master Fund. |
Percentage: Approximately 8.0%.
| | (b) | 1. Sole power to vote or direct vote: 3,067,500 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,067,500 |
| | 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. |
| | (a) | Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 3,815,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,815,000 |
| | 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, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| | (a) | Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 3,815,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,815,000 |
| | 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, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| | (a) | RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 3,815,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,815,000 |
| | 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, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| | (a) | C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 3,815,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,815,000 |
| | 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, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| L. | 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) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 3,815,000 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 3,815,000 |
| | (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, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, beneficially owns any securities of the Issuer.
| | (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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On July 19, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, is a party to any contract, agreement or understanding required to be disclosed herein.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 | Letter to the Board of Directors, dated July 19, 2010. |
| | 99.2 | Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated July 19, 2010. |
| | 99.3 | Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010. |
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: July 19, 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 OPTIMUM INVESTMENTS LLC By: Ramius Advisors, LLC, its managing member | 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. |
| By: | |
| | Name: | Owen S. Littman |
| | Title: | Authorized Signatory |
|
| OWEN S. LITTMAN |
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss |
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD |
| 2,817 | | 4.0624 | 05/27/2010 |
| 42,183 | | 4.0813 | 05/27/2010 |
| 33,013 | | 4.1521 | 05/28/2010 |
| 11,987 | | 4.1609 | 06/01/2010 |
| 270 | | 4.1483 | 06/02/2010 |
| 24,687 | | 4.1335 | 06/02/2010 |
| 20,043 | | 4.1777 | 06/03/2010 |
| 21,602 | | 4.0621 | 06/04/2010 |
| 23,488 | | 4.0316 | 06/07/2010 |
| 78,390 | | 3.9439 | 06/08/2010 |
| 450 | | 3.8990 | 06/09/2010 |
| 461,070 | | 4.0040 | 06/09/2010 |
| 27,900 | | 4.1652 | 06/10/2010 |
| 32,490 | | 4.1512 | 06/10/2010 |
| 29,610 | | 4.2279 | 06/11/2010 |
| 180 | | 4.2900 | 06/11/2010 |
| 71,820 | | 4.3660 | 06/11/2010 |
| 22,500 | | 4.3473 | 06/14/2010 |
| 40,500 | | 4.3221 | 06/14/2010 |
| 25,695 | | 4.1968 | 06/15/2010 |
| 19,305 | | 4.2209 | 06/15/2010 |
| 67,500 | | 4.1852 | 06/16/2010 |
| 67,500 | | 4.2616 | 06/17/2010 |
| 67,500 | | 4.3465 | 06/18/2010 |
| (180) | | 4.0350 | 06/21/2010 |
| 1,980 | | 3.9949 | 06/21/2010 |
| (589,320) | | 3.1955 | 06/21/2010 |
| 2,520 | | 3.9929 | 06/21/2010 |
| (90) | | 2.5550 | 06/22/2010 |
| (359,910) | | 2.5479 | 06/22/2010 |
| (45,000) | | 2.4471 | 06/23/2010 |
| 120,600 | | 2.4271 | 06/24/2010 |
| 216,900 | | 2.4217 | 06/24/2010 |
| 118,800 | | 2.4431 | 06/25/2010 |
| 151,200 | | 2.4757 | 06/25/2010 |
| 22,500 | | 2.4348 | 06/28/2010 |
| 22,500 | | 2.4726 | 06/28/2010 |
| 45,000 | | 2.4348 | 06/28/2010 |
| 45,000 | | 2.4500 | 06/28/2010 |
| 135,000 | | 2.4546 | 06/28/2010 |
| 22,500 | | 2.3844 | 06/29/2010 |
| 22,500 | | 2.3704 | 06/29/2010 |
| 45,000 | | 2.3834 | 06/29/2010 |
| 22,500 | | 2.2684 | 06/30/2010 |
| 22,500 | | 2.3037 | 06/30/2010 |
| 22,500 | | 2.2973 | 06/30/2010 |
| 18,750 | | 2.1918 | 07/01/2010 |
| 15,000 | | 2.2338 | 07/01/2010 |
| 3,750 | | 2.2400 | 07/01/2010 |
| 18,750 | | 2.1840 | 07/02/2010 |
| 37,500 | | 2.1677 | 07/02/2010 |
| 29,250 | | 2.1784 | 07/06/2010 |
| 18,750 | | 2.2122 | 07/06/2010 |
| 8,250 | | 2.1465 | 07/07/2010 |
| 37,500 | | 2.1687 | 07/07/2010 |
| 18,750 | | 2.1691 | 07/08/2010 |
| 18,750 | | 2.1654 | 07/08/2010 |
| 18,750 | | 2.1787 | 07/08/2010 |
| 18,750 | | 2.1562 | 07/09/2010 |
| 18,750 | | 2.1409 | 07/09/2010 |
| 18,750 | | 2.1569 | 07/12/2010 |
| 37,500 | | 2.3129 | 07/13/2010 |
| 18,750 | | 2.1600 | 07/14/2010 |
| 18,750 | | 2.1437 | 07/15/2010 |
| 30,000 | | 2.2330 | 07/15/2010 |
| 337,500 | | 2.4389 | 07/16/2010 |
| 1,087,500 | | 2.5416 | 07/16/2010 |
RAMIUS NAVIGATION MASTER FUND LTD |
| 313 | | 4.0624 | 05/27/2010 |
| 4,687 | | 4.0813 | 05/27/2010 |
| 3,668 | | 4.1521 | 05/28/2010 |
| 1,332 | | 4.1609 | 06/01/2010 |
| 30 | | 4.1483 | 06/02/2010 |
| 2,743 | | 4.1335 | 06/02/2010 |
| 2,227 | | 4.1777 | 06/03/2010 |
| (2) | | 4.0350 | 06/21/2010 |
| 25 | | 3.9949 | 06/21/2010 |
| (7,413) | | 3.1955 | 06/21/2010 |
| 32 | | 3.9929 | 06/21/2010 |
| (1) | | 2.5550 | 06/22/2010 |
| (4,525) | | 2.5479 | 06/22/2010 |
| (567) | | 2.4471 | 06/23/2010 |
RAMIUS OPTIMUM INVESTMENTS LLC |
| 2,400 | | 4.0621 | 06/04/2010 |
| 2,610 | | 4.0316 | 06/07/2010 |
| 8,710 | | 3.9439 | 06/08/2010 |
| 50 | | 3.8990 | 06/09/2010 |
| 51,230 | | 4.0040 | 06/09/2010 |
| 3,100 | | 4.1652 | 06/10/2010 |
| 3,610 | | 4.1512 | 06/10/2010 |
| 3,290 | | 4.2279 | 06/11/2010 |
| 20 | | 4.2900 | 06/11/2010 |
| 7,980 | | 4.3660 | 06/11/2010 |
| 2,500 | | 4.3473 | 06/14/2010 |
| 4,500 | | 4.3221 | 06/14/2010 |
| 2,855 | | 4.1968 | 06/15/2010 |
| 2,145 | | 4.2209 | 06/15/2010 |
| 7,500 | | 4.1852 | 06/16/2010 |
| 7,500 | | 4.2616 | 06/17/2010 |
| 7,500 | | 4.3465 | 06/18/2010 |
| (18) | | 4.0350 | 06/21/2010 |
| 195 | | 3.9949 | 06/21/2010 |
| (58,067) | | 3.1955 | 06/21/2010 |
| 248 | | 3.9929 | 06/21/2010 |
| (9) | | 2.5550 | 06/22/2010 |
| (35,465) | | 2.5479 | 06/22/2010 |
| (4,433) | | 2.4471 | 06/23/2010 |
| 13,400 | | 2.4271 | 06/24/2010 |
| 24,100 | | 2.4217 | 06/24/2010 |
| 13,200 | | 2.4431 | 06/25/2010 |
| 16,800 | | 2.4757 | 06/25/2010 |
| 2,500 | | 2.4348 | 06/28/2010 |
| 2,500 | | 2.4726 | 06/28/2010 |
| 5,000 | | 2.4348 | 06/28/2010 |
| 5,000 | | 2.4500 | 06/28/2010 |
| 15,000 | | 2.4546 | 06/28/2010 |
| 2,500 | | 2.3844 | 06/29/2010 |
| 2,500 | | 2.3704 | 06/29/2010 |
| 5,000 | | 2.3834 | 06/29/2010 |
| 2,500 | | 2.2684 | 06/30/2010 |
| 2,500 | | 2.3037 | 06/30/2010 |
| 2,500 | | 2.2973 | 06/30/2010 |
COWEN OVERSEAS INVESTMENT LP |
| 6,250 | | 2.1918 | 07/01/2010 |
| 5,000 | | 2.2338 | 07/01/2010 |
| 1,250 | | 2.2400 | 07/01/2010 |
| 6,250 | | 2.1840 | 07/02/2010 |
| 12,500 | | 2.1677 | 07/02/2010 |
| 9,750 | | 2.1784 | 07/06/2010 |
| 6,250 | | 2.2122 | 07/06/2010 |
| 2,750 | | 2.1465 | 07/07/2010 |
| 12,500 | | 2.1687 | 07/07/2010 |
| 6,250 | | 2.1691 | 07/08/2010 |
| 6,250 | | 2.1654 | 07/08/2010 |
| 6,250 | | 2.1787 | 07/08/2010 |
| 6,250 | | 2.1562 | 07/09/2010 |
| 6,250 | | 2.1409 | 07/09/2010 |
| 6,250 | | 2.1569 | 07/12/2010 |
| 12,500 | | 2.3129 | 07/13/2010 |
| 6,250 | | 2.1600 | 07/14/2010 |
| 6,250 | | 2.1437 | 07/15/2010 |
| 10,000 | | 2.2330 | 07/15/2010 |
| 112,500 | | 2.4389 | 07/16/2010 |
| 362,500 | | 2.5416 | 07/16/2010 |
SCHEDULE B
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
| 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 |
SCHEDULE C
Directors and Officers of Ramius Enterprise Master Fund Ltd
| 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 |
| | | | | | | |
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 |
SCHEDULE D
Directors and Officers of Ramius Navigation Master Fund Ltd
| 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 |
SCHEDULE E
Directors and Officers of Cowen Group, Inc.
| 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 |
| | | | | | | |
Kevin Kotler Director | | Vice Chairman of Gilbert Global Equity Partners | | 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 |
| | | | | | | |
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 |
| | | | | | | |
Christopher A. White 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 | | Senior Advisor to The Chart Group, L.P. and Director of Scientific Games Corporation | | c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022 | | United States |
| | | | | | | |
Morgan B. Stark Member of Executive and Operating Committees | | Chairman of Ramius LLC | | c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022 | | United States |
| | | | | | | |
Thomas W. Strauss Member of Executive and Operating Committees | | President of Ramius LLC | | c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022 | | United States |
| | | | | | | |
Stephen A. Lasota Chief Financial Officer | | Chief Financial Officer of Ramius LLC | | c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022 | | United States |
| | | | | | | |
Jeffrey M. Solomon Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee and member of the Operating Committee | | Chief Operating Officer of Cowen Group, Inc. | | c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022 | | United States |
