AGILYSYS INC — Major Shareholding Notification 2010

Mar 2, 2010

SC 13D/A 1 sc13da1006297053_02252010.htm AMENDMENT NO. 10 TO THE SCHEDULE 13D sc13da1006297053_02252010.htm Licensed to: Olshan Document Created using EDGARizer 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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. 10) 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)

February 25, 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 762,418 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 762,418 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 762,418 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% | |
| 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 192,326 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 192,326 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,326 | |
| 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 204,003 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 204,003 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,003 | |
| 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 792,068 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 792,068 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 792,068 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% | |
| 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 984,394 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 984,394 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 984,394 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% | |
| 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 762,418 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 762,418 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 762,418 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% | |
| 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 1,746,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,746,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,746,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,746,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,746,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER 1,746,812 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER 1,746,812 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER 1,746,812 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 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 1,746,812 |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER 1,746,812 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

15

CUSIP NO. 00847J105

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 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 1,746,812 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $14,176,000, 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 March 1, 2010, Value and Opportunity Master Fund beneficially owned 762,418 Shares.

Percentage: Approximately 3.3%

(b) 1. Sole power to vote or direct vote: 762,418

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 762,418

3. 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. 9 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 March 1, 2010, Navigation Master Fund beneficially owned 204,003 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 204,003

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 204,003

3. 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. 9 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 March 1, 2010, Enterprise Master Fund beneficially owned 192,326 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 192,326

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 192,326

3. 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. 9 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 March 1, 2010, RCG PB directly owned 588,065 Shares. As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 204,003 Shares owned by Navigation Master Fund.

Percentage: Approximately 3.4%

(b) 1. Sole power to vote or direct vote: 792,068

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 792,068

3. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by RCG PB since the filing of Amendment No. 9 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. 9 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 762,418 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 3.3%

(b) 1. Sole power to vote or direct vote: 989,812

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 989,812

3. 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. 9 to the Schedule 13D. The transactions in the Shares on behalf of Value and Opportunity Master Fund 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) 192,326 Shares owned by Enterprise Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund and (iii) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 4.3%.

(b) 1. Sole power to vote or direct vote: 984,394

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 984,394

3. 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. 9 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. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 7.6%

(b) 1. Sole power to vote or direct vote: 1,746,812

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 1,746,812

3. 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. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 7.6%

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CUSIP NO. 00847J105

(b) 1. Sole power to vote or direct vote: 1,746,812

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 1,746,812

3. 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. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 7.6%

(b) 1. Sole power to vote or direct vote: 1,746,812

1. Shared power to vote or direct vote: 0

2. Sole power to dispose or direct the disposition: 1,746,812

3. 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. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 7.6%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 1,746,812

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 1,746,812

(c) C4S did not enter into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 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.

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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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.

Percentage: Approximately 7.6%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 1,746,812

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 1,746,812

(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. 9 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 9 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.

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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: March 2, 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:
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 and Thomas W.
Strauss |

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CUSIP NO. 00847J105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 9 to the Schedule 13D

Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase/ Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(1,804)	9.4500	1/22/2010
(2,648)	9.1629	1/25/2010
(686)	9.0535	1/26/2010
(733)	9.0036	1/27/2010
(8,729)	9.3040	2/3/2010
(4,052)	9.0850	2/4/2010
(11,901)	9.1805	2/8/2010
(8,729)	9.1488	2/9/2010
(8,729)	9.0608	2/10/2010
(8,729)	9.2596	2/11/2010
(698)	9.5400	2/11/2010
(8,729)	9.3317	2/12/2010
(8,729)	9.5991	2/16/2010
(8,729)	9.7899	2/17/2010
(2,662)	9.8378	2/18/2010
(5,019)	9.8579	2/22/2010
(8,467)	9.8477	2/23/2010
(916)	10.5757	2/24/2010
(87)	10.6050	2/24/2010
(13,095)	11.1491	2/25/2010
(6,895)	11.1774	2/26/2010
(6,198)	11.1078	3/1/2010

RCG PB, LTD

681,471 *	10.0105	2/1/2010
(6,733)	9.3040	2/3/2010
(3,125)	9.0850	2/4/2010
(9,179)	9.1805	2/8/2010
(6,733)	9.1488	2/9/2010
(6,733)	9.0608	2/10/2010
(6,733)	9.2596	2/11/2010
(539)	9.5400	2/11/2010
(6,733)	9.3317	2/12/2010
(6,733)	9.5991	2/16/2010
(6,733)	9.7899	2/17/2010

• Shares were acquired from Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.

CUSIP NO. 00847J105

(2,054)	9.8378	2/18/2010
(3,872)	9.8579	2/22/2010
(6,531)	9.8477	2/23/2010
(707)	10.5757	2/24/2010
(67)	10.6050	2/24/2010
(10,100)	11.1491	2/25/2010
(5,320)	11.1774	2/26/2010
(4,781)	11.1078	3/1/2010

RAMIUS ENTERPRISE MASTER FUND LTD

(455)	9.4500	1/22/2010
(668)	9.1629	1/25/2010
(173)	9.0535	1/26/2010
(185)	9.0036	1/27/2010
(2,202)	9.3040	2/3/2010
(1,022)	9.0850	2/4/2010
(3,002)	9.1805	2/8/2010
(2,202)	9.1488	2/9/2010
(2,202)	9.0608	2/10/2010
(2,202)	9.2596	2/11/2010
(176)	9.5400	2/11/2010
(2,202)	9.3317	2/12/2010
(2,202)	9.5991	2/16/2010
(2,202)	9.7899	2/17/2010
(672)	9.8378	2/18/2010
(1,266)	9.8579	2/22/2010
(2,136)	9.8477	2/23/2010
(232)	10.5757	2/24/2010
(23)	10.6050	2/24/2010
(3,300)	11.1491	2/25/2010
(1,739)	11.1774	2/26/2010
(1,563)	11.1078	3/1/2010

RAMIUS NAVIGATION MASTER FUND LTD

(1,875)	9.4500	1/22/2010
(2,750)	9.1629	1/25/2010
(713)	9.0535	1/26/2010
(761)	9.0036	1/27/2010
(681,471) * *	8.4000	2/1/2010
(2,336)	9.3040	2/3/2010
(1,084)	9.0850	2/4/2010
(3,184)	9.1805	2/8/2010

EFPlaceholder

EFPlaceholder ** Shares were transferred to RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction.

CUSIP NO. 00847J105

(2,336)	9.1488	2/9/2010
(2,336)	9.0608	2/10/2010
(2,336)	9.2596	2/11/2010
(187)	9.5400	2/11/2010
(2,336)	9.3317	2/12/2010
(2,336)	9.5991	2/16/2010
(2,336)	9.7899	2/17/2010
(712)	9.8378	2/18/2010
(1,343)	9.8579	2/22/2010
(2,266)	9.8477	2/23/2010
(245)	10.5757	2/24/2010
(23)	10.6050	2/24/2010
(3,505)	11.1491	2/25/2010
(1,846)	11.1774	2/26/2010
(1,658)	11.1078	3/1/2010