The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
|
Item
1.
|
Security and
Issuer
.
|
This
statement relates to shares of the Common Stock, par value $0.01 per share (the
“Shares”), of Datascope Corp. (the “Issuer”). The address of the
principal executive offices of the Issuer is 14 Philips Parkway, Montvale, New
Jersey 07645.
|
Item
2.
|
Identity and
Background
.
|
(a) This
statement is filed by:
|
|
(i)
|
Parche,
LLC, a Delaware limited liability company (“Parche”), with respect to the
Shares directly and beneficially owned by
it;
|
|
|
(ii)
|
Starboard
Value and Opportunity Master Fund Ltd., a Cayman Islands exempted company
(“Starboard”), with respect to the Shares directly and beneficially owned
by it;
|
|
|
(iii)
|
RCG
Enterprise, Ltd, a Cayman Islands exempted company (“RCG
Enterprise”);
|
|
|
(iv)
|
RCG
Starboard Advisors, LLC, a Delaware limited liability company (“RCG
Starboard Advisors”), who serves as the managing manager of Parche and as
the investment manager of
Starboard;
|
|
|
(v)
|
Ramius
LLC, a Delaware limited liability company (“Ramius”), who serves as the
sole member of RCG Starboard Advisors and as the investment manager of RCG
Enterprise;
|
|
|
(vi)
|
C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), who
serves as managing member of
Ramius;
|
|
|
(vii)
|
Peter
A. Cohen ("Mr. Cohen"), who serves as one of the managing members of
C4S;
|
|
|
(viii)
|
Morgan
B. Stark ("Mr. Stark"), who serves as one of the managing members of
C4S;
|
|
|
(ix)
|
Thomas
W. Strauss ("Mr. Strauss"), who serves as one of the managing members of
C4S; and
|
|
|
(x)
|
Jeffrey
M. Solomon ("Mr. Solomon"), who serves as one of the managing members of
C4S.
|
Each of
the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons." Each of the Reporting Persons is party to that certain
Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Parche, RCG Starboard Advisors,
Ramius, C4S, Messrs. Cohen, Stark, Strauss and Solomon is 666 Third Avenue,
26
th
Floor, New York, New York 10017.
The
address of the principal office of each of Starboard and RCG Enterprise is c/o
Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road,
Grand Cayman, Cayman Islands, British West Indies. The officers and
directors of Starboard and their principal occupations and business addresses
are set forth on Schedule B and incorporated by reference in this Item
2. The officers and directors of RCG Enterprise and their principal
occupations and business addresses are set forth on Schedule C and incorporated
by reference in this Item 2.
(c) The
principal business of each of Starboard, Parche and RCG Enterprise is serving as
a private investment fund. Each of Starboard and Parche has been formed for the
purpose of making equity investments and, on occasion, taking an active role in
the management of portfolio companies in order to enhance shareholder
value. The principal business of RCG Starboard Advisors is acting as
the managing member of Parche and as the investment manager of
Starboard. Ramius is engaged in money management and investment
advisory services for third parties and proprietary accounts and serves as the
investment manager of RCG Enterprise. C4S serves as managing member
of Ramius. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing
members of C4S.
(d) No
Reporting Person, nor any person listed on Schedule B or Schedule C, each
annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule B or Schedule C, each
annexed hereto, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Messrs.
Cohen, Stark, Strauss, and Solomon are citizens of the United States of
America.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
The
Shares purchased by Starboard and Parche were purchased with the working capital
of such entities (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 1,041,676 Shares
beneficially owned in the aggregate by Starboard and Parche is approximately
$37,650,219, excluding brokerage commissions.
|
Item
4.
|
Purpose of
Transaction
.
|
The
Reporting Persons originally purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of
Shares desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale
of Shares on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem
advisable.
The
Reporting Persons engaged in a proxy solicitation seeking representation on the
Issuer’s Board at the Issuer’s 2007 Annual Meeting held on December 20,
2007. One of the Reporting Persons’ nominees, Dr. David Dantzker, was
elected by shareholders at the 2007 Annual Meeting to serve as a director of the
Issuer. Other than the compensation agreement defined and described
in Item 6 below, the Reporting Persons do not have any agreement, arrangement or
understanding with Dr. Dantzker with respect to the Issuer or the Reporting
Persons’ investment in the Issuer.
The
Reporting Persons are supportive of the Issuer’s recent announcement of an
agreement to sell its Patient Monitoring business to Mindray Medical
International Limited (NYSE: MR) for gross proceeds of approximately $240
million. The Reporting Persons believe the proposed transaction provides for
significant value for the Patient Monitoring business and that the proposed
transaction is in the best interest of all shareholders. The Reporting Persons
are also supportive of the Issuer’s current intention to return the proceeds to
shareholders either through the repurchase of the Issuer’s common stock, special
dividends, or a combination to be determined following the closing of the
transaction. The Reporting Persons may communicate with management
and the Board of Directors regarding the Reporting Persons’ view of the most
beneficial way to return proceeds to shareholders. The Reporting Persons will
continue to monitor the progress of the Issuer in seeking to enhance shareholder
value and expects that management and the Board of Directors will continue to
explore opportunities to maximize the value of the Issuer for all
shareholders.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed herein. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to their investment in
the Issuer as they deem appropriate including, without limitation, communicating
with management and the Board of the Issuer, nominating or recommending
candidates to serve as members of the Issuer’s Board, making proposals to the
Issuer concerning changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and
all matters referred to in Item 4.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 15,440,738 Shares outstanding, as of January 31, 2008, 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 11,
2008.
|
|
(a)
|
As
of the close of business on March 17, 2008, Parche beneficially owned
166,505 Shares.
|
Percentage:
Approximately 1.1%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
166,505
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
166,505
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares by Parche in the past 60 days are set forth in
Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
of the close of business on March 17, 2008, Starboard beneficially owned
875,171 Shares.
|
Percentage:
Approximately 5.7%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
875,171
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
875,171
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares by Starboard in the past 60 days are set forth
in Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
of the close of business on March 17, 2008, RCG Enterprise, as the sole
non-managing member of Parche and owner of all economic interests therein,
may be deemed the beneficial owner of the 166,505 Shares owned by
Parche.
|
Percentage:
Approximately 1.1%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
166,505
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
166,505
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
RCG
Enterprise did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares by Parche in the past
60 days are set forth in Schedule A and are incorporated by
reference.
|
|
D.
|
RCG
Starboard Advisors
|
|
|
(a)
|
As
of the close of business on March 17, 2008, as the managing member of
Parche and the investment manager of Starboard, RCG Starboard Advisors may
be deemed the beneficial owner of the (i) 875,171 Shares owned by
Starboard and (ii) 166,505 Shares owned by
Parche.
|
Percentage:
Approximately 6.7%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,041,676
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
1,041,676
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares in the past 60
days on behalf of Starboard and Parche, which were all in the open market,
are set forth in Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
of the close of business on March 17, 2008, as the sole member of RCG
Starboard Advisors, Ramius may be deemed the beneficial owner of the (i)
875,171 Shares owned by Starboard and (ii) 166,505 Shares owned by
Parche.
|
Percentage:
Approximately 6.7%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,041,676
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
1,041,676
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Starboard and Parche, which were all in the open market, are set
forth in Schedule A and are incorporated by
reference.
|
|
|
(a)
|
As
of the close of business on March 17, 2008, as the managing member of
Ramius, C4S may be deemed the beneficial owner of the (i) 875,171 Shares
owned by Starboard and (ii) 166,505 Shares owned by
Parche.
|
Percentage:
Approximately 6.7%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,041,676
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
1,041,676
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
C4S
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Starboard and Parche, which were all in the open market, are set
forth in Schedule A and are incorporated by
reference.
|
|
G.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
|
(a)
|
As
of the close of business on March 17, 2008, as the managing members of
C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be
deemed the beneficial owner of the (i) 875,171 Shares owned by Starboard
and (ii) 166,505 Shares owned by
Parche.
|
Percentage:
Approximately 6.7%.
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
|
2.
Shared power to vote or direct vote:
1,041,676
|
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
|
4.
Shared power to dispose or direct the disposition:
1,041,676
|
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any
transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on behalf of Starboard and
Parche, which were all in the open market, are set forth in Schedule A and
are incorporated by reference.
|
|
|
(d)
|
No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common
Stock.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the
Issuer
.
|
On March
18, 2008, the Reporting Persons entered into a Joint Filing Agreement in which
the Reporting Persons agreed to the joint filing on behalf of each of them of
statements on Schedule 13D, with respect to securities of the Issuer, to the
extent required by applicable law. A copy of this agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In
connection with the proxy solicitation for the Issuer’s 2007 Annual Meeting, RCG
Starboard Advisors agreed to compensate Dr. Dantzker for being named as and
serving as a director nominee, pursuant to a letter agreement (the “Compensation
Letter Agreement”). Pursuant to the terms of the Compensation Letter Agreement,
RCG Starboard Advisors agreed to pay Dr. Dantzker $5,000 in cash upon the
submission of the Nomination Letter by Starboard to the Company. Upon
the filing of the Reporting Persons’ definitive proxy statement with the SEC,
RCG Starboard Advisors agreed to allow Dr. Dantzker to receive a profit
participation with respect to the profit, if any, actually realized on the sale
by RCG Starboard Advisors or its affiliates, as the case may be, of the
last $20,000 worth of
Shares (the “Participation Shares”)
beneficially owned by either RCG Starboard Advisors or its affiliates, as the
case may be, to a third party unaffiliated with any of the Reporting Persons or
their respective affiliates. Pursuant to the terms of the
Compensation Letter Agreement, Dr. Dantzker will be entitled to receive a cash
payment equal to the amount, if any, by which the proceeds received by RCG
Starboard Advisors or its affiliates, as the case may be, from the sale of the
Participation Shares exceeds $20,000 in the aggregate. A form of the
Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is
incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
|
|
|
Joint
Filing Agreement by and among Starboard Value and Opportunity Master Fund
Ltd., Parche, LLC, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC,
Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas
W. Strauss, and Jeffrey M. Solomon, dated March 18,
2008.
|
|
|
|
Power
of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey M. Solomon, dated August 16,
2007.
|
|
|
|
Form
of Compensation Letter
Agreement.
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March
18, 2008
|
PARCHE,
LLC
By:
RCG Starboard Advisors, LLC,
its managing member
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
RCG Starboard Advisors, LLC,
its investment manager
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RCG
ENTERPRISE, LTD
By:
Ramius LLC,
its investment manager
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as managing member
C4S
& CO., L.L.C.
|
|
By:
|
|
|
|
Name:
Jeffrey M. Solomon
|
|
|
Title:
Authorized Signatory
|
|
|
|
JEFFREY
M. SOLOMON
|
|
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
PARCHE,
LLC
|
(832)
|
|
34.7019
|
01/18/2008
|
|
(677)
|
|
34.5784
|
01/22/2008
|
|
(481)
|
|
34.3503
|
01/22/2008
|
|
(624)
|
|
34.0771
|
01/23/2008
|
|
(128)
|
|
34.0872
|
01/24/2008
|
|
(240)
|
|
33.0887
|
01/25/2008
|
|
134
|
|
33.1510
|
02/01/2008
|
|
176
|
|
33.3605
|
02/01/2008
|
|
1,860
|
|
33.3120
|
02/01/2008
|
|
2,411
|
|
35.9826
|
02/04/2008
|
|
8,033
|
|
35.3425
|
02/04/2008
|
|
144
|
|
34.3039
|
02/05/2008
|
|
2,000
|
|
34.4126
|
02/05/2008
|
|
1,600
|
|
34.4243
|
02/06/2008
|
|
555
|
|
33.8020
|
02/07/2008
|
|
688
|
|
34.1890
|
02/07/2008
|
|
25,973
|
|
36.8231
|
03/11/2008
|
|
48
|
|
35.1600
|
03/11/2008
|
|
6,134
|
|
38.6848
|
03/12/2008
|
|
8,000
|
|
39.4942
|
03/13/2008
|
|
5,569
|
|
39.2936
|
03/14/2008
|
|
84
|
|
39.0000
|
03/17/2008
|
STARBOARD VALUE AND
OPPORTUNITY MASTER FUND LTD.
|
(4,368)
|
|
34.7019
|
01/18/2008
|
|
(3,553)
|
|
34.5784
|
01/22/2008
|
|
(2,524)
|
|
34.3503
|
01/22/2008
|
|
(3,276)
|
|
34.0771
|
01/23/2008
|
|
(672)
|
|
34.0872
|
01/24/2008
|
|
(1,260)
|
|
33.0887
|
01/25/2008
|
|
704
|
|
33.1510
|
02/01/2008
|
|
924
|
|
33.3605
|
02/01/2008
|
|
9,763
|
|
33.3120
|
02/01/2008
|
|
12,655
|
|
35.9826
|
02/04/2008
|
|
42,173
|
|
35.3425
|
02/04/2008
|
|
756
|
|
34.3039
|
02/05/2008
|
|
10,500
|
|
34.4126
|
02/05/2008
|
|
8,400
|
|
34.4243
|
02/06/2008
|
|
2,912
|
|
33.8020
|
02/07/2008
|
|
3,612
|
|
34.1890
|
02/07/2008
|
|
136,360
|
|
36.8231
|
03/11/2008
|
|
252
|
|
35.1600
|
03/11/2008
|
|
32,204
|
|
38.6848
|
03/12/2008
|
|
42,000
|
|
39.4942
|
03/13/2008
|
|
29,239
|
|
39.2936
|
03/14/2008
|
|
440
|
|
39.0000
|
03/17/2008
|
SCHEDULE
B
Directors
and Officers of Starboard Value and Opportunity Master Fund Ltd.
|
Name and
Position
|
Principal
Occupation
|
Principal Business
Address
|
|
|
|
|
|
Mark
Mitchell
Director
|
Partner
of Ramius LLC
|
666
Third Avenue
26
th
Floor
New
York, New York 10017
|
|
|
|
|
|
Jeffrey
M. Solomon
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
666
Third Avenue
26
th
Floor
New
York, New York 10017
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
C
Directors
and Officers of RCG Enterprise, Ltd
|
Name and
Position
|
Principal
Occupation
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
666
Third Avenue
26
th
Floor
New
York, New York 10017
|
|
|
|
|
|
Marran
Ogilvie
Director
|
General
Counsel of Ramius LLC
|
666
Third Avenue
26
th
Floor
New
York, New York 10017
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
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EXHIBIT
INDEX
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Exhibit
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Exhibit
Number
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Joint Filing 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, and Jeffrey M.
Solomon, dated March 18, 2008.
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99.1
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Power of Attorney for Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated
August 16, 2007.
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99.2
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Form of Compensation Letter Agreement.
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99.3
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