The following constitutes Amendment No. 12 (“Amendment No. 12”) to the Schedule 13D filed by the undersigned. This Amendment No. 12 amends the Schedule 13D as specifically set forth.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, 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 annexed hereto and is incorporated by reference herein. The aggregate purchase cost of the 359,200 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund and COIL is approximately $2,010,418, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
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 28,175,759 Shares outstanding, as of October 29, 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 5, 2010.
A. | Value and Opportunity Master Fund |
| (a) | As of close of the close of business on March 16, 2011, Value and Opportunity Master Fund beneficially owned 273,187 Shares. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 273,187 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 273,187 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 11 are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 16, 2011, COIL beneficially owned 39,382 Shares. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 39,382 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 39,382 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by COIL since the filing of Amendment No. 11 are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 16, 2011, Navigation Master Fund beneficially owned 46,631 Shares. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 46,631 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 46,631 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 11 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 46,631 Shares owned by Navigation Master Fund. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 46,631 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 46,631 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Enterprise Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 11 are set forth in Schedule A and are incorporated herein by reference. |
| (a) | 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) 46,631 Shares owned by Navigation Master Fund and (ii) 39,382 Shares owned by COIL. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 86,013 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 86,013 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares by COIL since the filing of Amendment No. 11 are set forth in Schedule A and are incorporated herein by reference. |
F. | Value and Opportunity Advisors |
| (a) | Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 273,187 Shares owned by Value and Opportunity Master Fund. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 273,187 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 273,187 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Value and Opportunity Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 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 Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. |
Percentage: Approximately 1.3%.
| (b) | 1. Sole power to vote or direct vote: 359,200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 359,200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ramius has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund 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) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. |
Percentage: Approximately 1.3%.
| (b) | 1. Sole power to vote or direct vote: 359,200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 359,200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Cowen has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund 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) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. |
Percentage: Approximately 1.3%.
| (b) | 1. Sole power to vote or direct vote: 359,200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 359,200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | RCG Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund 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) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. |
Percentage: Approximately 1.3%.
| (b) | 1. Sole power to vote or direct vote: 359,200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 359,200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | C4S has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule A and incorporated herein by reference. |
K. | Messrs. Cohen, Stark, Strauss and Solomon |
| (a) | Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. |
Percentage: Approximately 1.3%.
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 359,200 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 359,200 |
| (c) | None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule A and incorporated herein by reference. |
| (a) | As of the close of business on March 16, 2011, Mr. Feld did not directly own any Shares. Mr. Feld, 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) 273,187 Shares owned by Value and Opportunity Master Fund, (ii) 46,631 Shares owned by Navigation Master Fund and (iii) 39,382 Shares owned by COIL. Mr. Feld disclaims beneficial ownership of such 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) | Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 11. The transactions in the Shares since the filing of Amendment No. 11 on behalf of Value and Opportunity Master Fund 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 A, 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. |
| (e) | As of March 15, 2011, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer. |
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: March 17, 2011
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 | 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. |
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 by the Reporting Persons Since the Filing of Amendment No. 11
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD |
(3,803) | | 6.6440 | 03/14/11 |
(57,041) | | 6.6833 | 03/14/11 |
(24,174) | | 6.7889 | 03/14/11 |
(1,298,202) | | 6.6000 | 03/15/11 |
(4,259) | | 6.7143 | 03/15/11 |
(3,955) | | 6.7067 | 03/16/11 |
COWEN OVERSEAS INVESTMENT LP |
(548) | | 6.6440 | 03/14/11 |
(8,223) | | 6.6833 | 03/14/11 |
(3,485) | | 6.7889 | 03/14/11 |
(187,146) | | 6.6000 | 03/15/11 |
(614) | | 6.7143 | 03/15/11 |
(570) | | 6.7067 | 03/16/11 |
RAMIUS NAVIGATION MASTER FUND LTD |
(649) | | 6.6440 | 03/14/11 |
(9,736) | | 6.6833 | 03/14/11 |
(4,126) | | 6.7889 | 03/14/11 |
(89,659) | | 6.6000 | 03/15/11 |
(131,937) | | 6.6000 | 03/15/11 |
(727) | | 6.7143 | 03/15/11 |
(675) | | 6.7067 | 03/16/11 |