|
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, Starboard Value & Opportunity
Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and
Opportunity Master Fund and Leveraged Multi-Strategy 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. The aggregate purchase cost of the
1,612,909 Shares beneficially owned in the aggregate by Enterprise Master Fund,
Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund,
Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged
Multi-Strategy Master Fund is approximately $47,574,000, excluding brokerage
commissions.
Mr. Feld
directly owns 6,588 Shares awarded by the Issuer.
The
purchase cost of the 500 Shares beneficially owned by Mr. Izganics is $8,135,
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 7,005,301 Shares outstanding, as of June 9, 2009, 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 June 11,
2009.
A. Value
and Opportunity Master Fund
|
|
(a)
|
As
of the close of business on June 15, 2009, Value and Opportunity Master
Fund beneficially owned 797,988
Shares.
|
Percentage:
Approximately 11.4%
|
|
(b)
|
1. Sole
power to vote or direct vote:
797,988
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
797,988
|
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
|
(c)
|
Value
and Opportunity Master Fund has not entered into any transactions in the
Shares since the filing of Amendment No.
14.
|
|
B.
|
Starboard
Value & Opportunity Fund
|
|
|
(a)
|
As
of the close of business on June 15, 2009, Starboard Value &
Opportunity Fund beneficially owned 212,040
Shares.
|
Percentage:
Approximately 3.0%
|
|
(b)
|
1. Sole
power to vote or direct vote:
212,040
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
212,040
|
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares by Starboard Value & Opportunity Fund since
the filing of Amendment No. 14 are set forth in Schedule A and are
incorporated by reference.
|
|
C.
|
Merger
Arbitrage Master Fund
|
|
|
(a)
|
As
of the close of business on June 15, 2009, Merger Arbitrage Master Fund
beneficially owned 192,000 Shares.
|
Percentage:
Approximately 2.7%
|
|
(b)
|
1. Sole
power to vote or direct vote:
192,000
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
192,000
|
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
|
(c)
|
Merger
Arbitrage Master Fund has not entered into any transactions in the Shares
since the filing of Amendment No.
14.
|
|
D.
|
Leveraged
Multi-Strategy Master Fund
|
|
|
(a)
|
As
of the close of business on June 15, 2009, Leveraged Multi-Strategy Master
Fund beneficially owned 29,213
Shares.
|
Percentage:
Less than 1%
|
|
(b)
|
1. Sole
power to vote or direct vote:
29,213
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
29,213
|
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares by Leveraged Multi-Strategy Master Fund since
the filing of Amendment No. 14 are set forth in Schedule A and are
incorporated by reference.
|
|
E.
|
Multi-Strategy
Master Fund
|
|
|
(a)
|
As
of the close of business on June 15, 2009, Multi-Strategy Master Fund
beneficially owned 179,614 Shares.
|
Percentage:
Approximately 2.6%
|
|
(b)
|
1. Sole
power to vote or direct vote:
179,614
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
179,614
|
|
|
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. 14 are set forth in Schedule A and are incorporated by
reference.
|
|
F.
|
Enterprise
Master Fund
|
|
|
(a)
|
As
of the close of business on June 15, 2009, Enterprise Master Fund
beneficially owned 202,054 Shares.
|
Percentage:
Approximately 2.9%
|
|
(b)
|
1.
Sole power to vote or direct vote:
202,054
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
202,054
|
|
|
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. 14 are set forth in Schedule A and are incorporated by
reference.
|
|
G.
|
RCG
Starboard Advisors
|
|
|
(a)
|
As
the investment manager of Value and Opportunity Master Fund and the
managing member of Starboard Value & Opportunity Fund, RCG Starboard
Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by
Value and Opportunity Master Fund and (ii) 212,040 Shares owned by
Starboard Value & Opportunity
Fund.
|
Percentage:
Approximately 14.4%
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,010,028
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
1,010,028
|
|
|
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. 14. The transactions in the Shares
since the filing of Amendment No. 14 on behalf of Starboard Value &
Opportunity Fund are set forth in Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage
Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master
Fund, Ramius Advisors may be deemed the beneficial owner of (i) 179,614
Shares owned by Multi-Strategy Master Fund, (ii) 192,000 Shares owned by
Merger Arbitrage Master Fund, (iii) 29,213 Shares owned by Leveraged
Multi-Strategy Master Fund, and (iv) 202,054 Shares owned by Enterprise
Master Fund.
|
Percentage:
Approximately 8.6%
|
|
(b)
|
1.
Sole power to vote or direct vote:
602,881
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
602,881
|
|
|
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. 14. The transactions in the Shares
since the filing of Amendment No. 14 on behalf of Multi-Strategy Master
Fund, Leveraged Multi-Strategy Master Fund 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) 797,988 Shares owned by Value and
Opportunity Master Fund, (ii) 212,040 Shares owned by Starboard Value
& Opportunity Fund, (iii) 179,614 Shares owned by Multi-Strategy
Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund,
(v) 29,213 Shares owned by Leveraged Multi-Strategy Master Fund and (vi)
202,054 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 23.0%
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,612,909
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
1,612,909
|
|
|
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. 14. The transactions in the Shares since the
filing of Amendment No. 14 on behalf of Starboard Value & Opportunity
Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed the beneficial owner of
(i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii)
212,040 Shares owned by Starboard Value & Opportunity Fund, (iii)
179,614 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares
owned by Merger Arbitrage Master Fund, (v) 29,213 Shares owned by
Leveraged Multi-Strategy Master Fund and (vi) 202,054 Shares owned by
Enterprise Master Fund.
|
Percentage:
Approximately 23.0%
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,612,909
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
1,612,909
|
|
|
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. 14. The transactions in the Shares since the
filing of Amendment No. 14 on behalf of Starboard Value & Opportunity
Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
K.
|
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) 797,988 Shares owned
by Value and Opportunity Master Fund, (ii) 212,040 Shares owned by
Starboard Value & Opportunity Fund, (iii) 179,614 Shares owned by
Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage
Master Fund, (v) 29,213 Shares owned by Leveraged Multi-Strategy Master
Fund, and (vi) 202,054 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, Starboard Value & Opportunity Fund, Merger
Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund,
Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their
shared authority to vote and dispose of such
Shares.
|
Percentage:
Approximately 23.0%
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
|
2. Shared
power to vote or direct vote:
1,612,909
|
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
|
4. Shared
power to dispose or direct the disposition:
1,612,909
|
|
|
(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.
14. The transactions in the Shares since the filing of
Amendment No. 14 on behalf of Starboard Value & Opportunity Fund,
Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
|
(d)
|
As
of the close of business on May 4, 2009, Mr. Feld beneficially owned 6,588
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) 797,988
Shares owned by Value and Opportunity Master Fund, (ii) 212,040 Shares
owned by Starboard Value & Opportunity Fund, (iii) 179,614 Shares
owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger
Arbitrage Master Fund, (v) 29,213 Shares owned by Leveraged Multi-Strategy
Master Fund and (vi) 202,054 Shares owned by Enterprise Master
Fund. Mr. Feld disclaims beneficial ownership of such
Shares.
|
Percentage:
Less than 1%
|
|
(b)
|
1. Sole
power to vote or direct vote: 6,588
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
1,336
|
|
|
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. 14. The transactions in the Shares since the
filing of Amendment No. 14 on behalf of Starboard Value & Opportunity
Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
|
(e)
|
As
of the close of business on June 15, 2009, Mr. Izganics beneficially owned
500 Shares. Mr. Izganics, 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) 797,988 Shares owned by Value and Opportunity Master
Fund, (ii) 212,040 Shares owned by Starboard Value & Opportunity Fund,
(iii) 179,614 Shares owned by Multi-Strategy Master Fund, (iv) 192,000
Shares owned by Merger Arbitrage Master Fund, (v) 29,213 Shares owned by
Leveraged Multi-Strategy Master Fund and (vi) 202,054 Shares owned by
Enterprise Master Fund. Mr. Izganics disclaims beneficial
ownership of such Shares.
|
Percentage:
Less than 1%
|
|
(b)
|
1. Sole
power to vote or direct vote: 500
|
|
|
2. Shared
power to vote or direct vote: 0
|
|
|
3. Sole
power to dispose or direct the disposition:
500
|
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares since the filing of Amendment No. 14 on behalf
of Mr. Izganics, Starboard Value & Opportunity Fund, Multi-Strategy
Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master
Fund are set forth in Schedule A and are incorporated by
reference.
|
|
N.
|
Messrs.
Serino and White
|
|
|
(a)
|
As
of the close of business on June 15, 2009, neither of Messrs. Serino or
White directly owned any Shares. Each of Messrs. Serino and
White, as members 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 owners of the (i) 797,988 Shares owned
by Value and Opportunity Master Fund, (ii) 212,040 Shares owned by
Starboard Value & Opportunity Fund, (iii) 179,614 Shares owned by
Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage
Master Fund, (v) 29,213 Shares owned by Leveraged Multi-Strategy Master
Fund, and (vi) 202,054 Shares owned by Enterprise Master
Fund. Each of Messrs. Serino and White 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)
|
Neither
of Messrs. Serino or White entered into any transactions in the Shares
since the filing of Amendment No. 14. The transactions in the
Shares since the filing of Amendment No. 14 on behalf of Starboard Value
& Opportunity Fund, Multi-Strategy Master Fund, Leveraged
Multi-Strategy Master Fund 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 of the Common
Stock.
|
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
Pursuant
to Amendment No. 2, dated as of December 20, 2007, to the Issuer’s Rights
Agreement, dated as of March 13, 2000, as amended (the “Rights Agreement”), each
of Value and Opportunity Master Fund, Starboard Value and Opportunity Fund,
Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Merger
Arbitrage Master Fund previously delivered an Irrevocable Proxy and Agreement to
the Secretary of the Issuer to vote certain Shares beneficially owned by each of
Value and Opportunity Master Fund, Starboard Value and Opportunity Fund,
Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Merger
Arbitrage Master Fund, respectively, in the same proportion as the votes of all
stockholders of the Issuer to the extent that such Shares are "pro rata shares",
as such term is defined in the Rights Agreement, as amended.
On June
16, 2009, pursuant to the Rights Agreement, each of Mr. Izganics and Enterprise
Master Fund delivered an Irrevocable Proxy and Agreement to the Secretary of the
Issuer to vote certain Shares beneficially owned by each of Mr. Izganics and
Enterprise Master Fund, respectively, in the same proportion as the votes of all
stockholders of the Issuer to the extent that such Shares are "pro rata shares",
as such term is defined in the Rights Agreement, as amended.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
I
Item 7 is
hereby amended to include the following exhibits:
|
|
Exhibit
99.1
|
Amendment
No. 2 to Rights Agreement
|
|
|
Exhibit
99.2
|
Form
of Irrevocable Proxy and
Agreement
|
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:
June 16, 2009
|
STARBOARD
VALUE & OPPORTUNITY FUND, LLC
|
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
|
its
managing member
|
|
|
its
investment manager
|
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
|
its
sole member
|
|
|
its
sole member
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
managing member
|
|
|
its
managing member
|
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
|
RCG
STARBOARD ADVISORS, LLC
|
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
Ramius
LLC,
|
|
|
its
investment advisor
|
|
|
its
sole member
|
|
By:
|
Ramius
LLC,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
sole member
|
|
|
its
managing member
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
|
|
its
managing member
|
|
|
|
|
|
|
|
|
|
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
|
|
RAMIUS
LLC
|
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
investment advisor
|
|
|
as
managing member
|
|
By:
|
Ramius
LLC,
|
|
|
|
|
|
its
sole member
|
|
|
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
|
|
its
managing member
|
|
|
|
|
RAMIUS
LEVERAGED MULTI-STRATEGY MASTER FUND LTD
|
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
|
its
investment advisor
|
|
|
its
investment advisor
|
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
|
its
sole member
|
|
|
its
sole member
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
managing member
|
|
|
its
managing member
|
|
RAMIUS
ADVISORS, L.L.C.
|
|
C4S
& CO., L.L.C.
|
|
By:
|
Ramius
LLC,
|
|
|
|
|
its
sole member
|
|
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
|
its
managing member
|
|
|
|
|
|
|
|
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, Thomas W. Strauss, Joseph C. Izganics, John Serino and Paul G.
White
|
|
|
|
/s/
Peter A. Feld
|
|
Peter
A. Feld, individually
|
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. 14 to the Schedule 13D
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
STARBOARD VALUE &
OPPORTUNITY FUND, LLC
|
(1,568)
|
|
10.9584
|
05/05/2009
|
|
(16,414)
|
|
10.0415
|
05/06/2009
|
RAMIUS LEVERAGED
MULTI-STRATEGY MASTER FUND LTD
|
(343)
|
|
10.9584
|
05/05/2009
|
|
(3,587)
|
|
10.0415
|
05/06/2009
|
RAMIUS MULTI-STRATEGY MASTER
FUND LTD
|
(277)
|
|
10.9584
|
05/05/2009
|
|
(2,906)
|
|
10.0415
|
05/06/2009
|
RAMIUS ENTERPRISE MASTER
FUND LTD
|
(312)
|
|
10.9584
|
05/05/2009
|
|
(3,272)
|
|
10.0415
|
05/06/2009
|
JOSEPH C.
IZGANICS