CUSIP NO. 04516H101
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(1)
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Names of Reporting Persons.
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S.S. or Identification Nos. of above persons (entities only).
Knightspoint Partners II, L.P.
|
(2)
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Check the Appropriate Box if a Member
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(a) /x/
|
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of a Group (See Instructions)
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(b) / /
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(4)
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Source of Funds (see Instructions)
|
WC
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(5)
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
|
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(6)
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Citizenship or Place of Organization
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Number of Shares Beneficially Owned by Each Reporting Person with:
|
(7)
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Sole Voting Power
200
|
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------------------------------------------------------------
|
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(8)
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Shared Voting Power
0
|
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------------------------------------------------------------
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(9)
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Sole Dispositive Power
200
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------------------------------------------------------------
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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200
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
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Percent of Class Represented by Amount in Row (11)
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Less than 1%
(14)
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Type of Reporting Person (See Instructions)
|
PN
(1)
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Names of Reporting Persons.
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S.S. or Identification Nos. of above persons (entities only).
Knightspoint Capital Management II LLC
(2)
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Check the Appropriate Box if a Member
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(a) /x/
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of a Group (See Instructions)
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(b) / /
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(4)
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Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
|
(6)
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Citizenship or Place of Organization
|
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
|
(7)
|
Sole Voting Power
200
|
|
------------------------------------------------------------
|
|
(8)
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Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
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Sole Dispositive Power
200
|
|
------------------------------------------------------------
|
|
(10)
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Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
200
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
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Less than 1%
(14)
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Type of Reporting Person (See Instructions)
|
OO
(1)
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Names of Reporting Persons.
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S.S. or Identification Nos. of above persons (entities only).
|
Knightspoint Partners LLC
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81-0604786
|
(2)
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Check the Appropriate Box if a Member
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(a) /x/
|
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of a Group (See Instructions)
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(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
200
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
200
|
|
------------------------------------------------------------
|
|
(10)
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Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
200
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
Less than 1%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Michael Koeneke
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
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of a Group (See Instructions)
|
(b) / /
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(4)
|
Source of Funds (see Instructions)
|
PF
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
|
(6)
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Citizenship or Place of Organization
|
USA
Number of Shares Beneficially Owned by Each Reporting Person with:
|
(7)
|
Sole Voting Power
20,763
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
200
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
20,763
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
200
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
20,963
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
Less than 1%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
David Meyer
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
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of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
PF
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
|
(6)
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Citizenship or Place of Organization
|
USA
Number of Shares Beneficially Owned by Each Reporting Person with:
|
(7)
|
Sole Voting Power
152,141
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
200
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
152,141
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
200
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
152,341
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
1.0%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Starboard Value and Opportunity Master Fund Ltd.
(2)
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Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
WC
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
|
(6)
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Citizenship or Place of Organization
|
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
|
(7)
|
Sole Voting Power
1,934,722
|
|
------------------------------------------------------------
|
|
(8)
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Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
1,934,722
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,934,722
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
13.2%
(14)
|
Type of Reporting Person (See Instructions)
|
CO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
WC
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
368,523
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
368,523
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
368,523
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
2.5%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
|
RCG Starboard Advisors, LLC
|
37-1484525
|
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
2,303,245
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
|
Ramius Capital Group, LLC
|
13-3937658
|
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
2,303,245
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
OO IA
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
|
C4S & Co., LLC
|
13-3946794
|
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
2,303,245
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Peter A. Cohen
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
0
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
2,303,245
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Jeffrey M. Solomon
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
0
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
2,303,245
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Morgan B. Stark
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
0
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
2,303,245
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Thomas W. Strauss
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
2,303,245
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
0
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
2,303,245
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,303,245
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
15.7%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Black Sheep Partners, LLC
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
WC
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
63,940
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
63,940
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
63,940
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
Less than 1%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Black Sheep Partners II, LLC
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
WC
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
39,738
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
39,738
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
39,738
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
Less than 1%
(14)
|
Type of Reporting Person (See Instructions)
|
OO
(1)
|
Names of Reporting Persons.
|
S.S. or Identification Nos. of above persons (entities only).
Brian Black
(2)
|
Check the Appropriate Box if a Member
|
(a) /x/
|
|
of a Group (See Instructions)
|
(b) / /
|
(4)
|
Source of Funds (see Instructions)
|
N/A
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 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
103,678
|
|
------------------------------------------------------------
|
|
(8)
|
Shared Voting Power
0
|
|
------------------------------------------------------------
|
|
(9)
|
Sole Dispositive Power
103,678
|
|
------------------------------------------------------------
|
|
(10)
|
Shared Dispositive Power
0
|
(11)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
103,678
(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
|
(13)
|
Percent of Class Represented by Amount in Row (11)
|
Less than 1%
(14)
|
Type of Reporting Person (See Instructions)
|
IN
This Amendment No. 9 (Amendment No. 9) amends and supplements the Schedule 13D filed on January 19, 2007, as amended (the Schedule 13D), by the Knightspoint Group, which consists of Knightspoint Partners II, L.P., Knightspoint Capital Management II LLC, Knightspoint Partners LLC, Michael Koeneke, David Meyer, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, RCG Starboard Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark, Thomas W. Strauss, Black Sheep Partners, LLC, Black Sheep Partners II, LLC, and Brian Black, related to the common stock of Ashworth, Inc. (the Company). Unless otherwise indicated, all capitalized terms in this Amendment No. 9 shall have the meanings set forth in the original Schedule 13D for such terms. This Amendment No. 9 amends the Schedule 13D to
include the information set forth in each item of this Schedule 13D.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
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(a) and (b) As of the date hereof, the Reporting Persons own an aggregate of 2,580,027 of common stock, representing approximately 17.6% of the outstanding shares of common stock based upon 14,658,511 shares reported by the Company to be outstanding as of August 31, 2007, as reported in its Quarterly Report on Form 10-Q for the period ended July 31, 2007.
Each Reporting Person disclaims beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of common stock deemed to be beneficially owned by the group solely as a result of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended.
As of the date hereof, Knightspoint Partners II, L.P. beneficially owns an aggregate of 200 shares of common stock, representing less than 1% of the outstanding shares of common stock. Knightspoint Partners II, L.P. has sole voting and dispositive power over the shares of common stock beneficially owned by it. By virtue of the relationships described under Item 2 of Schedule 13D, Knightspoint Partners LLC and Knightspoint Capital Management II LLC may both be deemed to have indirect beneficial ownership of the 200 shares of common stock held by Knightspoint Partners II, L.P. Knightspoint Partners LLC and Knightspoint Capital Management II LLC each have sole voting and dispositive power over the shares of common stock beneficially owned by it. In addition, by virtue of the relationships described under Item 2, Michael Koeneke and David Meyer may both be deemed to have indirect beneficial
ownership of the 200 shares of common stock held by Knightspoint Partners II, L.P. Messrs. Koeneke and Meyer share voting and dispositive power over the shares of common stock held by Knightspoint Partners II, L.P.
As of the date hereof, Mr. Koeneke individually owns an additional 20,763 shares, including 2,563 options which are exercisable on the date hereto, representing less than 1% of the outstanding shares of common stock. Mr. Koeneke has sole voting and dispositive power over the shares of common stock held by him personally.
As of the date hereof, Mr. Meyer individually owns an additional 152,141 shares, including 3,750 options which vest on November 1, 2007, and 100,000 options which vest in 1/4 increments on each of December 13, 2007, March 13, 2008, June 13, 2008 and September 13, 2008. Mr. Meyer individually owns 1.0% of the outstanding shares of common stock and has sole voting and dispositive power over the shares of common stock held by him personally.
As of the date hereof, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 1,934,722 and 368,523 shares of common stock, respectively, constituting approximately 13.2% and 2.5%, respectively, of the outstanding shares of common stock. As the investment manager of Starboard Value and Opportunity Master Fund Ltd. and the managing member of Parche, LLC, RCG Starboard Advisors, LLC may be deemed to beneficially own the shares of common stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,303,245 shares, constituting approximately 15.7% of the outstanding shares of common stock. As the sole member of RCG Starboard Advisors, LLC, Ramius Capital Group, LLC may be deemed to beneficially own the shares of common stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC,
representing an aggregate of 2,303,245 shares, constituting approximately 15.7% of the outstanding shares of common stock. As the managing member of Ramius Capital Group, LLC, C4S & Co., LLC may be deemed to beneficially own the shares of common stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,303,245 shares, constituting approximately 15.7% of the outstanding shares of common stock. As the managing members of C4S & Co., LLC, each of Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark and Thomas W. Strauss may be deemed to beneficially own the shares of common stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,303,245 shares, constituting approximately 15.7% of the outstanding shares of common stock. Each of Messrs. Cohen, Solomon, Stark and Strauss share voting and dispositive power with respect to the shares of common stock owned by Starboard Value
and Opportunity Master Fund Ltd. and Parche, LLC by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Solomon, Stark and Strauss disclaim beneficial ownership of such shares.
As of the date hereof, Black Sheep Partners, LLC and Black Sheep Partners II, LLC beneficially own 63,940 and 39,738 shares of common stock, respectively, representing less than 1% of the outstanding shares of common stock. Black Sheep, LLC has sole voting and dispositive power over the shares of common stock beneficially owned by it. Black Sheep Partners II, LLC has sole voting and dispositive power over the shares of common stock beneficially owned by it. In addition, by virtue of the relationships described under Item 2 of Schedule 13D, Brian Black may be deemed to have indirect beneficial ownership of the 103,678 shares of common stock held by Black Sheep Partners, LLC and Black Sheep Partners II, LLC. Mr. Black has sole voting and dispositive power over the shares of common stock held by Black Sheep Partners, LLC and Black Sheep Partners II, LLC.
(c) The following purchases of common stock have occurred in the sixty day period prior to the date of the filing of this Amendment No. 9 to the Schedule 13D. All of these purchases were effected in open market purchases:
Starboard Value and Opportunity Master Fund Ltd.
Date
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Number of Shares
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Price Per Share ($) (1)
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9/18/07
9/18/07
9/19/07
9/20/07
9/20/07
9/21/07
9/25/07
9/26/07
9/27/07
9/28/07
10/01/07
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8,400
14,844
1,428
17,640
6,324
17,472
5,369
11,508
9,836
22,428
23,620
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$6.17
6.14
6.19
6.15
6.12
6.19
6.15
6.04
6.05
6.11
6.16
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_______________
(1) Excludes commissions and other execution-related costs.
Parche, LLC
Date
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Number of Shares
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Price Per Share ($) (1)
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9/18/07
9/18/07
9/19/07
9/20/07
9/20/07
9/21/07
9/25/07
9/26/07
9/27/07
9/28/07
10/01/07
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1,600
2,828
272
3,360
1,205
3,328
1,023
2,192
1,874
4,272
4,499
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$6.17
6.14
6.19
6.15
6.12
6.19
6.15
6.04
6.05
6.11
6.16
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_______________
(1) Excludes commissions and other execution-related costs.
(d)
Not applicable.
(e)
Not applicable.
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: October 4, 2007
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KNIGHTSPOINT PARTNERS II, L.P.
By: Knightspoint Capital Management II LLC
Its: General Partner
By: Knightspoint Partners LLC
Its: Member
By: /s/ David Meyer
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Name: David Meyer
Title: Managing Member
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KNIGHTSPOINT CAPITAL MANAGEMENT II LLC
By: Knightspoint Partners LLC
Its: Member
By: /s/ David Meyer
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Name: David Meyer
Title: Managing Member
KNIGHTSPOINT PARTNERS LLC
By: /s/ David Meyer
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Name: David Meyer
Title: Managing Member
/s/ David Meyer
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David Meyer Individually and as attorney-in-fact for each of Michael Koeneke, Black Sheep Partners, LLC, Brian Black, H. Michael Hecht, Peter Weil and Andrea Weiss
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
RCG STARBOARD ADVISORS, LLC
By: Ramius Capital Group, LLC
Its: Managing Member
By: C4S & Co., LLC
Its: Managing Member
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLC
Its: Managing Member
C4S & CO., LLC
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By:
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/s/ Jeffrey M. Solomon
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---------------------------------------------
Name: Jeffrey M. Solomon
Title: Authorized Person
/s/ Jeffrey M. Solomon
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Jeffrey M. Solomon, Individually and as attorney-in-fact for each of Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss