The following constitutes Amendment No. 28 (“Amendment No. 28”) to the Schedule 13D filed by the undersigned. This Amendment No. 28 amends the Schedule 13D as specifically set forth.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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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 347,854 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 $10,815,000, excluding brokerage commissions.
Item 5.
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Interest in Securities of the Issuer
.
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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
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(a)
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As of the close of business on April 5, 2010, Value and Opportunity Master Fund beneficially owned 120,447 Shares.
|
Percentage: Approximately 1.72%
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(b)
|
1. Sole power to vote or direct vote: 120,447
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 120,447
|
|
4. Shared power to dispose or direct the disposition: 0
|
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(c)
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The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
|
B. Navigation Master Fund
|
(a)
|
As of the close of business on April 5, 2010, Navigation Master Fund beneficially owned 94,728 Shares.
|
Percentage: Approximately 1.35%
|
(b)
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1. Sole power to vote or direct vote: 94,728
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 94,728
|
|
4. Shared power to dispose or direct the disposition: 0
|
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(c)
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The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
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C. RCG PB
|
(a)
|
As of the close of business on April 5, 2010, RCG PB directly owned 49,601 Shares. As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 94,728 Shares owned by Navigation Master Fund.
|
Percentage: Approximately 2.06%
|
(b)
|
1. Sole power to vote or direct vote: 144,329
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 144,329
|
|
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. 27 are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 27 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 April 5, 2010, Multi-Strategy Master Fund beneficially owned 39,103 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 39,103
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 39,103
|
|
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. 27 are set forth in Schedule A and are incorporated by reference.
|
E.
|
Enterprise Master Fund
|
|
(a)
|
As of the close of business on April 5, 2010, Enterprise Master Fund beneficially owned 43,975 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 43,975
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 43,975
|
|
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. 27 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 120,447 Shares owned by Value and Opportunity Master Fund.
|
Percentage: Approximately 1.72%
|
(b)
|
1. Sole power to vote or direct vote: 120,447
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 120,447
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 39,103 Shares owned by Multi-Strategy Master Fund, (ii) 94,728 Shares owned by Navigation Master Fund, (iii) 49,601 Shares owned directly by RCG PB and (iv) 43,975 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 3.24%
|
(b)
|
1. Sole power to vote or direct vote: 227,407
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 227,407
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 4.96%
|
(b)
|
1. Sole power to vote or direct vote: 347,854
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 347,854
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 4.96%
|
(b)
|
1. Sole power to vote or direct vote: 347,854
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 347,854
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 4.96%
|
(b)
|
1. Sole power to vote or direct vote: 347,854
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 347,854
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 4.96%
|
(b)
|
1. Sole power to vote or direct vote: 347,854
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 347,854
|
|
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. 27. The transactions in the Shares since the filing of Amendment No. 27 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) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 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 4.96%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 347,854
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 347,854
|
|
(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. 27. The transactions in the Shares since the filing of Amendment No. 27 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)
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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.
|
|
(e)
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As of April 5, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
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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: April 6, 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
|
|
|
|
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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. 27 to the Schedule 13D
Shares of Common Stock
Sold
|
Price Per
Share ($)
|
Date of
Sale
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
6,393
|
|
12.8826
|
3/22/2010
|
277
|
|
12.7700
|
3/23/2010
|
1,281
|
|
13.3208
|
3/24/2010
|
1,489
|
|
13.4363
|
3/25/2010
|
4,566
|
|
13.6779
|
3/26/2010
|
4,917
|
|
13.8733
|
3/29/2010
|
2,403
|
|
13.8103
|
3/30/2010
|
1,377
|
|
13.9038
|
3/31/2010
|
3,867
|
|
13.8684
|
4/1/2010
|
35
|
|
14.2400
|
4/5/2010
|
5,402
|
|
14.0815
|
4/5/2010
|
RAMIUS MULTI-STRATEGY MASTER FUND LTD
2,075
|
|
12.8826
|
3/22/2010
|
90
|
|
12.7700
|
3/23/2010
|
416
|
|
13.3208
|
3/24/2010
|
483
|
|
13.4363
|
3/25/2010
|
1,483
|
|
13.6779
|
3/26/2010
|
1,597
|
|
13.8733
|
3/29/2010
|
780
|
|
13.8103
|
3/30/2010
|
447
|
|
13.9038
|
3/31/2010
|
1,255
|
|
13.8684
|
4/1/2010
|
11
|
|
14.2400
|
4/5/2010
|
1,754
|
|
14.0815
|
4/5/2010
|
RAMIUS ENTERPRISE MASTER FUND LTD
2,334
|
|
12.8826
|
3/22/2010
|
101
|
|
12.7700
|
3/23/2010
|
468
|
|
13.3208
|
3/24/2010
|
544
|
|
13.4363
|
3/25/2010
|
1,667
|
|
13.6779
|
3/26/2010
|
1,795
|
|
13.8733
|
3/29/2010
|
877
|
|
13.8103
|
3/30/2010
|
503
|
|
13.9038
|
3/31/2010
|
1,412
|
|
13.8684
|
4/1/2010
|
13
|
|
14.2400
|
4/5/2010
|
1,972
|
|
14.0815
|
4/5/2010
|
RAMIUS NAVIGATION MASTER FUND LTD
2,536
|
|
12.8826
|
3/22/2010
|
2,491
|
|
12.8826
|
3/22/2010
|
110
|
|
12.7700
|
3/23/2010
|
108
|
|
12.7700
|
3/23/2010
|
508
|
|
13.3208
|
3/24/2010
|
499
|
|
13.3208
|
3/24/2010
|
591
|
|
13.4363
|
3/25/2010
|
580
|
|
13.4363
|
3/25/2010
|
1,811
|
|
13.6779
|
3/26/2010
|
1,780
|
|
13.6779
|
3/26/2010
|
1,950
|
|
13.8733
|
3/29/2010
|
1,916
|
|
13.8733
|
3/29/2010
|
953
|
|
13.8103
|
3/30/2010
|
897
|
|
13.8103
|
3/30/2010
|
546
|
|
13.9038
|
3/31/2010
|
560
|
|
13.9038
|
3/31/2010
|
1,533
|
|
13.8684
|
4/1/2010
|
1,507
|
|
13.8684
|
4/1/2010
|
14
|
|
14.2400
|
4/5/2010
|
2,142
|
|
14.0815
|
4/5/2010
|
13
|
|
14.2400
|
4/5/2010
|
2,106
|
|
14.0815
|
4/5/2010
|
RCG PB, LTD
2,633
|
|
12.8826
|
3/22/2010
|
114
|
|
12.7700
|
3/23/2010
|
528
|
|
13.3208
|
3/24/2010
|
613
|
|
13.4363
|
3/25/2010
|
1,880
|
|
13.6779
|
3/26/2010
|
2,025
|
|
13.8733
|
3/29/2010
|
990
|
|
13.8103
|
3/30/2010
|
567
|
|
13.9038
|
3/31/2010
|
1,592
|
|
13.8684
|
4/1/2010
|
14
|
|
14.2400
|
4/5/2010
|
2,224
|
|
14.0815
|
4/5/2010
|