sc13da1206297053_04262010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 12)1

Agilysys, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

00847J105
(CUSIP Number)
 
MARK MITCHELL
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7988

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 26, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
524,110
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
524,110
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
524,110
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
132,236
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
132,236
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
132,236
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
140,425
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
140,425
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,425
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
544,665
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
544,665
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
544,665
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
CO

 
5
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
676,901
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
676,901
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
676,901
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
524,110
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
524,110
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
524,110
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,201,011
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,201,011
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,201,011
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,201,011
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
CO

 
9
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,201,011
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,201,011
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
OO

 
10
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,201,011
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,201,011
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
OO

 
11
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,201,011
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,201,011
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,201,011
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,201,011
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
IN

 
13
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,201,011
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,201,011
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
IN

 
14
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,201,011
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,201,011
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,011
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
IN

 
15
 
CUSIP NO. 00847J105
 
The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”).  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, RCG PB and Enterprise 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, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 1,201,011 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $9,792,000, 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 23,096,119 Shares outstanding, as of January 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 February 8, 2010.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the close of business on April 27, 2010, Value and Opportunity Master Fund beneficially owned 524,110 Shares.
 
Percentage: Approximately 2.3%
 
 
(b)
1. Sole power to vote or direct vote: 524,110
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 524,110
 
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 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on April 27, 2010, Navigation Master Fund beneficially owned 140,425 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 140,425
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 140,425
 
4. Shared power to dispose or direct the disposition: 0
 
 
16
 
CUSIP NO. 00847J105

 
(c)
The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
C.
Enterprise Master Fund
 
 
(a)
As of the close of business on April 27, 2010, Enterprise Master Fund beneficially owned 132,236 Shares.
 
 
Percentage:  Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote:  132,236
 
2.  Shared power to vote or direct vote:  0
 
3.  Sole power to dispose or direct the disposition:  132,236
 
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. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
D.
RCG PB
 
 
(a)
As of the close of business on April 27, 2010, RCG PB directly owned 404,240 Shares.  As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 140,425 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 2.4%
 
 
(b)
1.  Sole power to vote or direct vote: 544,665
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 544,665
 
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. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Navigation Master Fund are set forth in Schedule A and are incorporated by reference.
 
E.
RCG Starboard Advisors
 
 
(a)
RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 524,110 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 2.3%
 
 
(b)
1. Sole power to vote or direct vote: 524,110
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 524,110
 
4. Shared power to dispose or direct the disposition: 0
 
 
17
 
CUSIP NO. 00847J105

 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.  The transactions in the Shares on behalf of Value and Opportunity Master Fund since the filing of Amendment No. 11 to the Schedule 13D are set forth on Schedule A and are incorporated by reference.
 
F.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of each of Enterprise Master Fund, RCG PB and Navigation Master Fund, may be deemed the beneficial owner of the (i) 132,236 Shares owned by Enterprise Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund and (iii) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 2.9%.
 
 
(b)
1. Sole power to vote or direct vote: 676,901
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 676,901
 
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. 11 to the Schedule 13D.  The transactions in the Shares on behalf of Enterprise Master Fund, RCG PB and Navigation Master Fund since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
G.
Ramius
 
 
(a)
Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 1,201,011
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,201,011
 
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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
H.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 5.2%
 
 
18
 
CUSIP NO. 00847J105
 
 
(b)
1. Sole power to vote or direct vote: 1,201,011
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,201,011
 
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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
I.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 1,201,011
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,201,011
 
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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
J.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,201,011
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,201,011

 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
 
19
 
CUSIP NO. 00847J105
 
K.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. 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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,201,011
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,201,011

 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity 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.
 
 
(e)
Not applicable.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010.
 
 
20
 
CUSIP NO. 00847J105
 
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:  April 28, 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 ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.

 
By:
/s/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory


/s/ Owen S. Littman
  
OWEN S. LITTMAN
  
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
  

 
21
 
CUSIP NO. 00847J105
 
SCHEDULE A
 
Transactions in the Shares Since the filing of Amendment No. 11 to the Schedule 13D

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/ Sale
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(3,425)
  
11.5230
03/24/2010
(4,169)
  
11.6500
03/25/2010
(6,373)
  
11.1889
03/29/2010
(5,720)
  
11.2680
03/30/2010
(6,820)
  
11.4906
03/31/2010
(3,360)
  
11.1275
04/01/2010
(5,717)
  
11.5069
04/05/2010
(2,836)
  
11.7327
04/06/2010
(6,633)
  
11.5914
04/07/2010
(7,506)
  
11.3414
04/08/2010
(3,753)
  
11.4173
04/09/2010
(3,142)
  
11.4126
04/12/2010
(3,666)
  
11.2616
04/13/2010
(7,503)
  
11.4580
04/14/2010
(8,422)
  
11.5664
04/15/2010
(9,391)
  
11.4505
04/16/2010
(6,672)
  
11.2283
04/19/2010
(2,487)
  
11.4351
04/20/2010
(1,746)
  
11.7426
04/23/2010
(10,212)
  
11.7842
04/26/2010
(17,456)
  
11.8196
04/27/2010

RCG PB, LTD

(2,642)
  
11.5230
03/24/2010
(3,216)
  
11.6500
03/25/2010
(4,915)
  
11.1889
03/29/2010
(4,420)
  
11.2680
03/30/2010
(5,270)
  
11.4906
03/31/2010
(2,592)
  
11.1275
04/01/2010
(4,409)
  
11.5069
04/05/2010
(2,188)
  
11.7327
04/06/2010
(5,116)
  
11.5914
04/07/2010
(5,789)
  
11.3414
04/08/2010
(2,895)
  
11.4173
04/09/2010
(2,423)
  
11.4126
04/12/2010
(2,827)
  
11.2616
04/13/2010
(5,787)
  
11.4580
04/14/2010
(6,496)
  
11.5664
04/15/2010
(7,243)
  
11.4505
04/16/2010
(5,145)
  
11.2283
04/19/2010
(1,919)
  
11.4351
04/20/2010
(1,346)
  
11.7426
04/23/2010
(7,876)
  
11.7842
04/26/2010
(13,464)
  
11.8196
04/27/2010
 
 
 
 
CUSIP NO. 00847J105

RAMIUS ENTERPRISE MASTER FUND LTD

(864)
  
11.5230
03/24/2010
(1,052)
  
11.6500
03/25/2010
(1,607)
  
11.1889
03/29/2010
(1,430)
  
11.2680
03/30/2010
(1,705)
  
11.4906
03/31/2010
(848)
  
11.1275
04/01/2010
(1,442)
  
11.5069
04/05/2010
(716)
  
11.7327
04/06/2010
(1,674)
  
11.5914
04/07/2010
(1,894)
  
11.3414
04/08/2010
(947)
  
11.4173
04/09/2010
(793)
  
11.4126
04/12/2010
(925)
  
11.2616
04/13/2010
(1,893)
  
11.4580
04/14/2010
(2,125)
  
11.5664
04/15/2010
(2,369)
  
11.4505
04/16/2010
(1,683)
  
11.2283
04/19/2010
(628)
  
11.4351
04/20/2010
(440)
  
11.7426
04/23/2010
(2,576)
  
11.7842
04/26/2010
(4,404)
  
11.8196
04/27/2010

RAMIUS NAVIGATION MASTER FUND LTD

(916)
  
11.5230
03/24/2010
(1,116)
  
11.6500
03/25/2010
(1,705)
  
11.1889
03/29/2010
(1,430)
  
11.2680
03/30/2010
(1,705)
  
11.4906
03/31/2010
(900)
  
11.1275
04/01/2010
(1,532)
  
11.5069
04/05/2010
(760)
  
11.7327
04/06/2010
(1,777)
  
11.5914
04/07/2010
(2,011)
  
11.3414
04/08/2010
(1,005)
  
11.4173
04/09/2010
(842)
  
11.4126
04/12/2010
(982)
  
11.2616
04/13/2010
(2,010)
  
11.4580
04/14/2010
(2,257)
  
11.5664
04/15/2010
(2,516)
  
11.4505
04/16/2010
(1,788)
  
11.2283
04/19/2010
(666)
  
11.4351
04/20/2010
(468)
  
11.7426
04/23/2010
(2,736)
  
11.7842
04/26/2010
(4,677)
  
11.8196
04/27/2010