The
following constitutes Amendment No. 27 (“Amendment No. 27”) to the Schedule 13D
filed by the undersigned. This Amendment No. 27 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 Enterprise Master Fund, Multi-Strategy Master Fund,
Navigation Master Fund, Value and Opportunity Master Fund and RCG PB 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. The aggregate purchase cost of
the 440,269 Shares beneficially owned in the aggregate by Enterprise Master
Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity
Master Fund and RCG PB is approximately $13,685,000, 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 7,008,490 Shares outstanding, as of December 21, 2009, which is the
total number of Shares outstanding as reported in Amendment No. 1 to the
Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on January 7, 2010.
A. Value
and Opportunity Master Fund
|
(a)
|
As
of the close of business on March 19, 2010, Value and Opportunity Master
Fund beneficially owned 152,454
Shares.
|
Percentage:
Approximately 2.2%
|
(b)
|
1. Sole
power to vote or direct vote:
152,454
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
152,454
|
|
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. 26 are set forth in Schedule A and are
incorporated by reference.
|
B. Navigation
Master Fund
|
(a)
|
As
of the close of business on March 19, 2010, Navigation Master Fund
beneficially owned 119,879 Shares.
|
Percentage:
Approximately 1.7%
|
(b)
|
1. Sole
power to vote or direct vote:
119,879
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
119,879
|
|
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. 26 are set forth in Schedule A and are incorporated by
reference.
|
C. RCG
PB
|
(a)
|
As
of the close of business on March 19, 2010, RCG PB directly owned 62,781
Shares. As the sole shareholder of Navigation Master Fund, RCG
PB may be deemed the beneficial owner of 119,879 Shares owned by
Navigation Master Fund.
|
Percentage:
Approximately 2.6%
|
(b)
|
1. Sole
power to vote or direct vote:
182,660
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
182,660
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by RCG PB since the filing of Amendment No. 26
are set forth in Schedule A and are incorporated by
reference. The transactions in the Shares since the filing of
Amendment No. 26 on behalf of Navigation Master Fund are set forth in
Schedule A and are incorporated by
reference.
|
D.
|
Multi-Strategy
Master Fund
|
|
(a)
|
As
of the close of business on March 19, 2010, Multi-Strategy Master Fund
beneficially owned 49,494 Shares.
|
Percentage:
Less than 1%
|
(b)
|
1. Sole
power to vote or direct vote:
49,494
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
49,494
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Multi-Strategy Master Fund since the filing
of Amendment No. 26 are set forth in Schedule A and are incorporated by
reference.
|
E.
|
Enterprise
Master Fund
|
|
(a)
|
As
of the close of business on March 19, 2010, Enterprise Master Fund
beneficially owned 55,661 Shares.
|
Percentage:
Less than 1%
|
(b)
|
1.
Sole power to vote or direct vote:
55,661
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
55,661
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Enterprise Master Fund since the filing of
Amendment No. 26 are set forth in Schedule A and are incorporated by
reference.
|
F.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the investment manager of Value and Opportunity Master Fund, RCG Starboard
Advisors may be deemed the beneficial owner of 152,454 Shares owned by
Value and Opportunity Master Fund.
|
Percentage:
Approximately 2.2%
|
(b)
|
1. Sole
power to vote or direct vote:
152,454
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
152,454
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares since
the filing of Amendment No. 26. The transactions in the Shares
since the filing of Amendment No. 26 on behalf of Value and Opportunity
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
(a)
|
As
the investment advisor of Multi-Strategy Master Fund, Navigation Master
Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be deemed the
beneficial owner of (i) 49,494 Shares owned by Multi-Strategy Master Fund,
(ii) 119,879 Shares owned by Navigation Master Fund, (iii) 62,781 Shares
owned directly by RCG PB and (iv) 55,661 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 4.1%
|
(b)
|
1.
Sole power to vote or direct vote:
287,815
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
287,815
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
Advisors did not enter into any transactions in the Shares since the
filing of Amendment No. 26. The transactions in the Shares
since the filing of Amendment No. 26 on behalf of Multi-Strategy Master
Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set
forth in Schedule A and are incorporated by
reference.
|
|
(a)
|
As
the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may
be deemed the beneficial owner of (i) 152,454 Shares owned by Value and
Opportunity Master Fund, (ii) 49,494 Shares owned by Multi-Strategy Master
Fund, (iii) 119,879 Shares owned by Navigation Master Fund, (iv) 62,781
Shares owned directly by RCG PB and (v) 55,661 Shares owned by Enterprise
Master Fund.
|
Percentage:
Approximately 6.3%
|
(b)
|
1. Sole
power to vote or direct vote:
440,269
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
440,269
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares since the filing of
Amendment No. 26. The transactions in the Shares since the
filing of Amendment No. 26 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
I. Cowen
|
(a)
|
As
the sole member of Ramius, Cowen may be deemed the beneficial owner of the
(i) 152,454 Shares owned by Value and Opportunity Master Fund, (ii) 49,494
Shares owned by Multi-Strategy Master Fund, (iii) 119,879 Shares owned by
Navigation Master Fund, (iv) 62,781 Shares owned directly by RCG PB and
(v) 55,661 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 6.3%
|
(b)
|
1. Sole
power to vote or direct vote:
440,269
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
440,269
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Cowen
did not enter into any transactions in the Shares since the filing of
Amendment No. 26. The transactions in the Shares since the
filing of Amendment No. 26 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
J. RCG
Holdings
|
(a)
|
As
a significant shareholder of Cowen, RCG Holdings may be deemed the
beneficial owner of the (i) 152,454 Shares owned by Value and Opportunity
Master Fund, (ii) 49,494 Shares owned by Multi-Strategy Master Fund, (iii)
119,879 Shares owned by Navigation Master Fund, (iv) 62,781 Shares owned
directly by RCG PB and (v) 55,661 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 6.3%
|
(b)
|
1. Sole
power to vote or direct vote:
440,269
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
440,269
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Holdings did not enter into any transactions in the Shares since the
filing of Amendment No. 26. The transactions in the Shares
since the filing of Amendment No. 26 on behalf of Value and Opportunity
Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB
and Enterprise Master Fund are set forth in Schedule A and are
incorporated by reference.
|
|
(a)
|
As
the managing member of RCG Holdings, C4S may be deemed the beneficial
owner of (i) 152,454 Shares owned by Value and Opportunity Master Fund,
(ii) 49,494 Shares owned by Multi-Strategy Master Fund, (iii) 119,879
Shares owned by Navigation Master Fund, (iv) 62,781 Shares owned directly
by RCG PB and (v) 55,661 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 6.3%
|
(b)
|
1. Sole
power to vote or direct vote:
440,269
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
440,269
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares since the filing of
Amendment No. 26. The transactions in the Shares since the
filing of Amendment No. 26 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
L.
|
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 the beneficial owner of (i) 152,454 Shares owned
by Value and Opportunity Master Fund, (ii) 49,494 Shares owned by
Multi-Strategy Master Fund, (iii) 119,879 Shares owned by Navigation
Master Fund, (iv) 62,781 Shares owned directly by RCG PB and (v) 55,661
Shares owned by Enterprise Master Fund. Each of Messrs. Cohen,
Stark, Solomon and Strauss share voting and dispositive power with respect
to the Shares owned by Value and Opportunity Master Fund, Multi-Strategy
Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund by
virtue of their shared authority to vote and dispose of such
Shares.
|
Percentage:
Approximately 6.3%
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
2. Shared
power to vote or direct vote:
440,269
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
4. Shared
power to dispose or direct the disposition:
440,269
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any
transactions in the Shares since the filing of Amendment No.
26. The transactions in the Shares since the filing of
Amendment No. 26 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated 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.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
March 22, 2010
RCG
PB, LTD
|
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
By:
|
Ramius
Advisors, LLC,
|
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
its
investment advisor
|
|
|
its
investment manager
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
By:
|
Ramius
Advisors, LLC,
|
|
By:
|
Ramius
Advisors, LLC,
|
|
its
investment advisor
|
|
|
its
investment advisor
|
RAMIUS
ADVISORS, LLC
|
|
RCG
STARBOARD ADVISORS, LLC
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
|
|
its
sole member
|
|
|
|
|
RCG
HOLDINGS LLC
|
|
RAMIUS
LLC
|
By:
|
C4S
& CO., L.L.C.
|
|
By:
|
Cowen
Group, Inc.
|
|
its
managing member
|
|
|
its
sole member
|
|
|
|
|
|
RAMIUS
NAVIGATION MASTER FUND LTD
|
|
COWEN
GROUP, INC.
|
By:
|
Ramius
Advisors, LLC,
|
|
|
|
its
investment advisor
|
|
C4S
& CO., L.L.C.
|
|
|
By:
|
|
|
Name:
|
Jeffrey
M. Solomon
|
|
Title:
|
Authorized
Signatory
|
|
|
Jeffrey
M. Solomon, individually and as
attorney-in-fact
for Peter A. Cohen,
Morgan
B. Stark and Thomas W. Strauss
|
The
Powers of Attorney authorizing certain persons to sign and file this Schedule
13D on behalf of certain Reporting Persons were previously filed as exhibits to
the Schedule 13D.
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 26 to the Schedule 13D
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share ($)
|
Date
of
Purchase/
Sale
|
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
(2,965)
|
|
12.6425
|
03/02/2010
|
(1,589)
|
|
12.8683
|
03/03/2010
|
(1,114)
|
|
13.0333
|
03/04/2010
|
(2,497)
|
|
13.5879
|
03/05/2010
|
(759)
|
|
13.5446
|
03/08/2010
|
(1,551)
|
|
13.4884
|
03/09/2010
|
(2,552)
|
|
13.3778
|
03/10/2010
|
(1,733)
|
|
13.3541
|
03/11/2010
|
(1,893)
|
|
13.1791
|
03/12/2010
|
(1,448)
|
|
13.3208
|
03/15/2010
|
(3,447)
|
|
13.3655
|
03/16/2010
|
(1,034)
|
|
13.2640
|
03/17/2010
|
(1,734)
|
|
13.1802
|
03/18/2010
|
(1,441)
|
|
13.2242
|
03/19/2010
|
RAMIUS MULTI-STRATEGY MASTER
FUND LTD
(963)
|
|
12.6425
|
03/02/2010
|
(516)
|
|
12.8683
|
03/03/2010
|
(362)
|
|
13.0333
|
03/04/2010
|
(810)
|
|
13.5879
|
03/05/2010
|
(246)
|
|
13.5446
|
03/08/2010
|
(504)
|
|
13.4884
|
03/09/2010
|
(828)
|
|
13.3778
|
03/10/2010
|
(563)
|
|
13.3541
|
03/11/2010
|
(615)
|
|
13.1791
|
03/12/2010
|
(470)
|
|
13.3208
|
03/15/2010
|
(1,119)
|
|
13.3655
|
03/16/2010
|
(336)
|
|
13.2640
|
03/17/2010
|
(563)
|
|
13.1802
|
03/18/2010
|
(468)
|
|
13.2242
|
03/19/2010
|
RAMIUS ENTERPRISE MASTER
FUND LTD
(1,082)
|
|
12.6425
|
03/02/2010
|
(580)
|
|
12.8683
|
03/03/2010
|
(407)
|
|
13.0333
|
03/04/2010
|
(912)
|
|
13.5879
|
03/05/2010
|
(277)
|
|
13.5446
|
03/08/2010
|
(566)
|
|
13.4884
|
03/09/2010
|
(931)
|
|
13.3778
|
03/10/2010
|
(633)
|
|
13.3541
|
03/11/2010
|
(691)
|
|
13.1791
|
03/12/2010
|
(529)
|
|
13.3208
|
03/15/2010
|
(1,259)
|
|
13.3655
|
03/16/2010
|
(377)
|
|
13.2640
|
03/17/2010
|
(634)
|
|
13.1802
|
03/18/2010
|
(526)
|
|
13.2242
|
03/19/2010
|
RAMIUS NAVIGATION MASTER
FUND LTD
(1,189)
|
|
12.6425
|
03/02/2010
|
(1,180)
|
|
12.6425
|
03/02/2010
|
(638)
|
|
12.8683
|
03/03/2010
|
(632)
|
|
12.8683
|
03/03/2010
|
(447)
|
|
13.0333
|
03/04/2010
|
(443)
|
|
13.0333
|
03/04/2010
|
(1,002)
|
|
13.5879
|
03/05/2010
|
(994)
|
|
13.5879
|
03/05/2010
|
(304)
|
|
13.5446
|
03/08/2010
|
(302)
|
|
13.5446
|
03/08/2010
|
(623)
|
|
13.4884
|
03/09/2010
|
(617)
|
|
13.4884
|
03/09/2010
|
(1,023)
|
|
13.3778
|
03/10/2010
|
(1,015)
|
|
13.3778
|
03/10/2010
|
(695)
|
|
13.3541
|
03/11/2010
|
(690)
|
|
13.3541
|
03/11/2010
|
(759)
|
|
13.1791
|
03/12/2010
|
(753)
|
|
13.1791
|
03/12/2010
|
(581)
|
|
13.3208
|
03/15/2010
|
(576)
|
|
13.3208
|
03/15/2010
|
(1,383)
|
|
13.3655
|
03/16/2010
|
(1,372)
|
|
13.3655
|
03/16/2010
|
(415)
|
|
13.2640
|
03/17/2010
|
(412)
|
|
13.2640
|
03/17/2010
|
(1,406)
|
|
13.1802
|
03/18/2010
|
(1,948)
|
|
13.1802
|
03/18/2010
|
(571)
|
|
13.2242
|
03/19/2010
|
(562)
|
|
13.2242
|
03/19/2010
|
RCG PB,
LTD
(1,221)
|
|
12.6425
|
03/02/2010
|
(654)
|
|
12.8683
|
03/03/2010
|
(459)
|
|
13.0333
|
03/04/2010
|
(1,028)
|
|
13.5879
|
03/05/2010
|
(312)
|
|
13.5446
|
03/08/2010
|
(639)
|
|
13.4884
|
03/09/2010
|
(1,051)
|
|
13.3778
|
03/10/2010
|
(714)
|
|
13.3541
|
03/11/2010
|
(779)
|
|
13.1791
|
03/12/2010
|
(596)
|
|
13.3208
|
03/15/2010
|
(1,420)
|
|
13.3655
|
03/16/2010
|
(426)
|
|
13.2640
|
03/17/2010
|
(715)
|
|
13.1802
|
03/18/2010
|
(593)
|
|
13.2242
|
03/19/2010
|