1
|
NAME
OF REPORTING PERSON
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND, LTD.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,783,715
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,783,715
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,715
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
PARCHE,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
339,756
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
339,756
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,756
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
RCG
ENTERPRISE, LTD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
339,756
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
339,756
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,756
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
RCG
STARBOARD ADVISORS, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
2,123,471
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
RAMIUS
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
2,123,471
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
C4S
& CO., L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
2,123,471
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
PETER
A. COHEN
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,123,471
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
MORGAN
B. STARK
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,123,471
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JEFFREY
M. SOLOMON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,123,471
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
THOMAS
W. STRAUSS
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,123,471
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,123,471
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,471
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JOHN
MUTCH
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF
|
||
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
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JAMES
ZIERICK
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF
|
||
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
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
STEVE
TEPEDINO
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
x
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,670
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,670
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,6701
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
A.
|
Starboard
|
|
(a)
|
As of
the close of business June 20, 2008, Starboard
beneficially owned 1,783,715
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,783,715
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,783,715
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Starboard
has not entered into any transactions in the Shares since the filing of
Amendment No. 2 to the Schedule 13D. On June 3, 2008, Starboard
purchased 97,020 Shares at a price per share of $11.0165, not 115,500
Shares as originally reported.
|
B.
|
Parche
|
|
(b)
|
1.
Sole power to vote or direct vote:
339,756
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
339,756
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Parche
has not entered into any transactions in the Shares since the filing of
Amendment No. 2 to the Schedule 13D. On June 3, 2008, Parche
purchased 18,840 Shares at a price per share of $11.0165, which were
reported as purchased by Starboard on Amendment No. 2 to the Schedule
13D.
|
C.
|
RCG
Enterprise
|
|
(a)
|
As
the sole non-managing member of Parche and owner of all economic interest
therein, RCG Enterprise is be deemed the beneficial owner of the 339,756
Shares owned by Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
339,756
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
339,756
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Enterprise has not entered into any transactions in the Shares since the
filing of Amendment No. 2 to the Schedule
13D.
|
D.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the investment manager of Starboard and the managing member of Parche, RCG
Starboard Advisors is deemed the beneficial owner of the (i) 1,783,715
Shares owned by Starboard and (ii) 339,756 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,123,471
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
2,123,471
|
|
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. 2 to the Schedule
13D.
|
E.
|
Ramius
|
|
(a)
|
As
the sole member of RCG Starboard Advisors, Ramius is deemed the beneficial
owner of the (i) 1,783,715 Shares owned by Starboard, and (ii) 339,756
Shares owned by Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,123,471
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
2,123,471
|
|
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. 2 to the Schedule
13D.
|
F.
|
C4S
|
|
(a)
|
As
the managing member of Ramius, C4S is deemed the beneficial owner of the
(i) 1,783,715 Shares owned by Starboard, and (ii) 339,756 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,123,471
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
2,123,471
|
|
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. 2 to the Schedule
13D.
|
G.
|
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 is deemed the beneficial owner of the (i) 1,783,715 Shares
owned by Starboard, and (ii) 339,756 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
2,123,471
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
2,123,471
|
|
(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. 2 to the
Schedule 13D.
|
H.
|
Mr.
Mutch
|
|
(a)
|
As
of the close
of business June 20, 2008, Mr. Mutch did not directly own any
Shares. Mr. Mutch, as a member of a “group” for the purposes of
Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial
owner of the (i) 1,783,715 Shares owned by Starboard, and (ii)
339,756 Shares owned by Parche. Mr. Mutch disclaims beneficial
ownership of such Shares.
|
|
(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)
|
The
transactions in the Shares by Mr. Mutch during the past 60 days are set
forth in Schedule A and are incorporated by
reference.
|
I.
|
Mr.
Tepedino
|
|
(a)
|
As
of the close
of business June 20, 2008, Mr. Tepedino directly owned 1,670
Shares. Mr. Tepedino, as a member of a “group” for the purposes
of Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial
owner of the (i) 1,783,715 Shares owned by Starboard, and (ii) 339,756
Shares owned by Parche. Mr. Tepedino disclaims beneficial
ownership of such Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,670
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,670
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Mr. Tepedino during the past 60 days are set
forth in Schedule A and are incorporated by
reference.
|
J.
|
Mr.
Zierick
|
|
(a)
|
As
of the close of
business June 20, 2008, Mr. Zierick did not directly own any
Shares. Mr. Zierick, as a member of a “group” for the purposes
of Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial
owner of the (i) 1,783,715 Shares owned by Starboard, and (ii) 339,756
Shares owned by Parche. Mr. Zierick disclaims beneficial
ownership of such Shares.
|
|
(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.
Zierick did not enter into any transactions in the Shares during the past
60 days.
|
|
(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.
|
Exhibit
99.1.
|
Joint Filing
and Solicitation Agreement by and among Starboard Value and Opportunity
Master Fund Ltd., Parche, LLC, RCG Enterprise, Ltd, RCG Starboard
Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan
B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John Mutch,
James Zierick and Steve Tepedino, dated June 23, 2008.
|
|
Exhibit
99.2
|
Form
of Indemnification Letter Agreement.
|
|
Exhibit
99.3.
|
Form
of Compensation Letter Agreement.
|
|
Exhibit
99.4.
|
Powers
of Attorney.
|
|
Exhibit 99.5 |
Letter
dated June 20, 2008, from RCG Starboard Advisors, LLC to Agilysys,
Inc.
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
RCG Starboard Advisors, LLC,
its
investment manager
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its
sole member
|
PARCHE,
LLC
By:
RCG Starboard Advisors, LLC,
its
managing member
|
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as
managing member
|
RCG
ENTERPRISE, LTD
By:
Ramius LLC,
its
investment manager
|
C4S
& CO., L.L.C.
|
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, John Mutch, James Zierick and Steve
Tepedino
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
2,500
|
10.8300
|
05/25/08
|
|
(2,500)
|
11.0300
|
06/06/08
|
1,000
|
10.9980
|
06/03/08
|
|
200
|
12.3470
|
06/17/08
|
|
300
|
12.3500
|
06/17/08
|
|
170
|
12.1900
|
06/17/08
|