sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KI+88wsoMX7El4uf3vSsjeAVXhP+aq/Rm2byoHu1AU5cI8CaFnOzJLiG3UX2NHcQ eOjJ//lx79xhvAxVZNk3pQ== 0000921895-07-002473.txt : 20071026 0000921895-07-002473.hdr.sgml : 20071026 20071026091846 ACCESSION NUMBER: 0000921895-07-002473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071026 DATE AS OF CHANGE: 20071026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48201 FILM NUMBER: 071192268 BUSINESS ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da406297030_10252007.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 4)(1)

                             Kensey Nash Corporation
                             -----------------------
                                (Name of Issuer)

                          Common Stock, Par Value $.001
                          -----------------------------
                         (Title of Class of Securities)

                                    490057106
                                    ---------
                                 (CUSIP Number)

                              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)

                                October 25, 2007
                                ----------------
             (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 Rule  13d-1(e),  13d-1(f)  or  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 Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 24 Pages)

- ----------------
(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 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. 490057106                   13D                    Page 2 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PARCHE, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  397,720
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              397,720
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    397,720
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.3%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 3 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,088,020
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,088,020
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,088,020
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    17.5%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 4 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RCG ENTERPRISE, LTD
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    Cayman Islands
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  397,720
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              397,720
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    397,720
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.3%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 5 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RGC STARBOARD ADVISORS, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,485,740
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,485,740
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 6 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RAMIUS CAPITAL GROUP, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,485,740
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,485,740
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 7 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    C4S & CO., L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,485,740
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,485,740
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 8 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PETER A. COHEN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,485,740
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,485,740
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 9 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MORGAN B. STARK
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,485,740
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,485,740
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 10 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JEFFREY M. SOLOMON
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,485,740
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,485,740
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 11 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    THOMAS W. STRAUSS
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    XOOX
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,485,740
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,485,740
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,485,740
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 12 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    CEASAR N. ANQUILLARE
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 13 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PETER A. FELD
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 14 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JEFFREY C. SMITH
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 15 of 24 Pages
- ----------------------                                    ----------------------


            The following constitutes Amendment No. 4 ("Amendment No. 4") to the
Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule
13D as specifically set forth. RCG Enterprise,  Ltd ("RCG Enterprise") is hereby
added as a Reporting Person to the Schedule 13D.

Item 2 is hereby amended to add the following:

            In connection with the Settlement Agreement described and defined in
Item 4,  Starboard has  withdrawn its  nominations  of Messrs.  Smith,  Feld and
Anquillare  for election at the 2007 annual meeting of  stockholders  (the "2007
Annual  Meeting").  Pursuant to the Settlement  Agreement,  the Issuer agreed to
nominate and recommend Messrs. Smith and Anquillare for election to the Board of
Directors  of the  Issuer  (the  "Board")  to serve  for a term of  three  years
expiring at the 2010 annual meeting of stockholders.  Accordingly,  Messrs. Feld
and  Anquillare are no longer members of the Section 13(d) group and shall cease
to be Reporting Persons  immediately after the filing of this Amendment No. 4 to
the Schedule 13D. The remaining  Reporting  Persons  (including RCG  Enterprise)
will continue filing as a group statements on Schedule 13D with respect to their
beneficial  ownership  of  securities  of the Issuer to the extent  required  by
applicable law.

            RCG Enterprise is an exempted  company  organized  under the laws of
the Cayman  Islands formed to be a private  investment  fund. The address of the
principal  business and  principal  office of 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 RCG
Enterprise and their respective principal occupations and business addresses are
set forth on Schedule B and are incorporated by reference in this Item 2. Ramius
Capital serves as the investment manager for RCG Enterprise.

            No  Reporting  Person,  nor any person  listed on Schedule B annexed
hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). No Reporting Person, nor
any person listed on Schedule B 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.

Item 4 is hereby amended to add the following:

            On October 25, 2007,  the Reporting  Persons and the Issuer  entered
into a settlement  agreement (the  "Settlement  Agreement"),  a copy of which is
attached  hereto  as  Exhibit  99.2 and is  incorporated  herein  by  reference.
Pursuant to the terms of the Settlement Agreement,  the Reporting Persons agreed
(i) to withdraw Starboard's letter nominating Messrs. Anquillare, Feld and Smith
for  election at the 2007 Annual  Meeting,  (ii) not to nominate  any person for
election  at the 2007  Annual  Meeting  and (iii) not to submit any  proposal or
other business for consideration at the 2007 Annual Meeting.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 16 of 24 Pages
- ----------------------                                    ----------------------


            The Issuer agreed that (i) it shall nominate,  recommend and solicit
proxies in favor of Ceasar N.  Anquillare  and Jeffrey C. Smith for  election to
the Board at the 2007 Annual Meeting to serve for a term of three years expiring
at the 2010 annual meeting of stockholders,  (ii) in accordance with its bylaws,
it shall take all action  necessary,  no later than seven (7) days following the
election of Messrs.  Anquillare and Smith, to (a) appoint Mr. Smith as member of
the Nominating  Committee of the Board and Mr. Anquillare as member of the Audit
Committee  of the Board,  (b)  establish a strategic  planning  committee of the
Board,  with Mr.  Smith to be  appointed a member  thereto,  and (c) appoint Mr.
Smith as a member of any special  committee of the Board that may be established
and (iii) it shall hold the 2007 Annual Meeting on December 5, 2007 or within 30
days thereafter.

            The Reporting  Persons agreed (i) to appear in person or by proxy at
the 2007 Annual Meeting and vote all Shares the Reporting  Persons  beneficially
own in favor of the election, to the Board, of Messrs. Anquillare, Smith and one
incumbent  director  nominated by the Board whose term of office expires in 2007
(collectively,  the "2007  Nominees")  and (ii) not to  directly  or  indirectly
engage in any  activities  in opposition to the election of the 2007 Nominees at
the  2007  Annual  Meeting  or  enter  into  any  agreement,   understanding  or
arrangement with such purpose.

            Under the  Settlement  Agreement,  until the earlier to occur of the
day after the 2008 annual meeting of stockholders (the "2008 Annual Meeting") or
the date that is thirty days after the one-year  anniversary  of the 2007 Annual
Meeting (such period the "Standstill  Period"),  the Reporting Persons and their
affiliates have agreed not to, without prior written  consent of the Board,  (i)
acquire any voting securities of the Issuer in excess of the "Standstill  Limit"
(as  defined in the  Settlement  Agreement),  (ii)(a)  initiate  or propose  any
stockholder proposal, nominate any person to be elected as a member of the Board
or make any attempt to call a special meeting of stockholders of the Issuer, (b)
submit any proposal for  consideration  at, or bring any other business  before,
any meeting of  stockholders  of the Issuer,  or request that the Issuer include
any  proposals  or nominees  for  election as members of the Board in any Issuer
proxy statement, (c) engage, or in any way participate,  directly or indirectly,
in any  solicitation  of proxies or  consents  (whether  or not  relating to the
election or removal of  directors),  (d) seek to advise,  encourage or influence
the  voting  of  any  of  the   Issuer's   securities   (except  in  support  of
Board-approved  proposals),  or (e)  otherwise  communicate  with  the  Issuer's
stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Securities and
Exchange  Act of 1934,  as  amended,  (iii)  make any public  announcement  with
respect  to, or  publicly  offer to  effect,  seek or  propose  (with or without
conditions), any merger, acquisition, consolidation, other business combination,
restructuring,   recapitalization,   tender  offer,   exchange  offer  or  other
extraordinary   transaction   with  or  involving  the  Issuer  or  any  of  its
subsidiaries or any of its or their securities or assets and (iv) (a) form, join
or in any way participate in any "group" with respect to any voting  securities,
other than a "group"  that  includes  all or some  lesser  number of the persons
identified  as  part  of the  "Ramius  Group"  (as  defined  in  the  Settlement
Agreement), (b) enter into any negotiation, contract, arrangement, understanding
or relationship  (legal or otherwise) with any third parties,  other than any of
the Reporting  Persons solely with respect to the other  Reporting  Persons,  in
connection with any of the foregoing or with respect to the voting of any voting
securities of the Issuer,  or (c) otherwise deposit any voting securities of the
Issuer in any voting trust or subject any voting securities of the Issuer to any
arrangement or agreement with respect to the voting of any voting  securities of
the Issuer.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 17 of 24 Pages
- ----------------------                                    ----------------------


            Under the  Settlement  Agreement,  the  Reporting  Persons,  are not
restricted from (i) nominating up to two persons for election at the 2008 Annual
Meeting,  (ii) soliciting  proxies with respect to the voting  securities of the
Issuer with respect to such  nominees,  (iii)  taking any actions in  connection
with the nomination of persons in connection with the 2008 Annual Meeting,  (iv)
voting the Shares on any matter submitted to a vote of the Issuer's stockholders
or announcing  its opposition to any  Board-approved  proposals not supported by
Mr. Smith, (v) issuing any  communication  contemplated by Rule  14a-1(1)(2)(iv)
stating how they intend to vote and the reasons  therefore  with  respect to any
extraordinary transaction of any kind or nature between the Issuer and any third
party  unaffiliated  with the Reporting  Persons and (vi) filing an amendment or
amendments  to the  Schedule 13D  regarding  the Shares as required by law or to
make other  securities  or tax filings as required by law so long as none of the
Reporting  Persons  enter  into  any  contract,  arrangement,  understanding  or
relationship   (legal  or  otherwise)   with  respect  to  the  Issuer's  voting
securities.

            Also on October 25, 2007,  certain of the Reporting  Persons and the
Issuer entered into a Confidentiality  Agreement in connection with and pursuant
to the  terms  of  the  Settlement  Agreement.  A  copy  of the  Confidentiality
Agreement  is  attached  hereto as Exhibit  99.3 and is  incorporated  herein by
reference.

            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 above.

Item 5 is hereby amended and restated as follows:

            The  aggregate  percentage of Shares  reported  owned by each person
named herein is based upon 11,945,621 Shares outstanding, as of August 31, 2007,
which is the total  number of Shares  outstanding  as reported  in the  Issuer's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
September 13, 2007.

A.    Parche

      (a)   As of the date of this filing,  Parche  beneficially  owns 397,720
            Shares.

            Percentage: 3.3% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 397,720
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 397,720
            4. Shared power to dispose or direct the disposition: 0

      (c)   Parche did not enter  into any  transactions  in the Shares  since
            the filing of Amendment No. 3 to the Schedule 13D.

B.    Starboard

      (a)   As of the date of this filing, Starboard beneficially owns
            2,088,020 Shares.

            Percentage: 17.5% as of the date hereof.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 18 of 24 Pages
- ----------------------                                    ----------------------


      (b)   1. Sole power to vote or direct vote: 2,088,020
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,088,020
            4. Shared power to dispose or direct the disposition: 0

      (c)   Starboard did not enter into any  transactions in the Shares since
            the filing of Amendment No. 3 to the Schedule 13D.

C.    RCG Enterprise

      (a)   As of the date of this filing, RCG Enterprise beneficially owns
            397,720 Shares.

            Percentage: 3.3% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 397,720
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 397,720
            4. Shared power to dispose or direct the disposition: 0

      (c)   RCG Enterprise did not enter into any transactions in the Shares
            since the filing of Amendment No. 3 to the Schedule 13D.

D.    RCG Starboard Advisors

      (a)   As of the date of this  filing,  as managing  member of Parche and
            the investment  manager of Starboard,  RCG Starboard  Advisors may
            be deemed the  beneficial  owner of (i)  397,720  Shares  owned by
            Parche and (ii) 2,088,020 Shares owned by Starboard.

            Percentage: 20.8% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 2,485,740
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,485,740
            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 since the filing of Amendment  No. 3 to
            the Schedule 13D.

E.    Ramius Capital

      (a)   As of  the  date  of  this  filing,  as  the  sole  member  of RCG
            Starboard  Advisors  Ramius  Capital may be deemed the  beneficial
            owner of (i)  397,720  Shares  owned by Parche and (ii)  2,088,020
            Shares owned by Starboard.

            Percentage: 20.8% as of the date hereof.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 19 of 24 Pages
- ----------------------                                    ----------------------


      (b)   1. Sole power to vote or direct vote: 2,485,740
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,485,740
            4. Shared power to dispose or direct the disposition: 0

      (c)   Ramius Capital did not enter into any transactions in the Shares
            since the filing of Amendment No. 3 to the Schedule 13D.

F.    C4S

      (a)   As of the date of this filing,  as the  managing  member of Ramius
            Capital,  C4S may be deemed the  beneficial  owner of (i)  397,720
            Shares  owned  by  Parche  and  (ii)  2,088,020  Shares  owned  by
            Starboard.

            Percentage: 20.8% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 2,485,740
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,485,740
            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. 3 to the Schedule 13D.

G.    Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

      (a)   As of the date of this  filing,  as the  managing  members of C4S,
            each of Mr. Cohen,  Mr. Stark,  Mr. Strauss and Mr. Solomon may be
            deemed the beneficial  owner of (i) 397,720 Shares owned by Parche
            and (ii) 2,088,020 Shares owned by Starboard.

            Percentage: 20.8% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 0
            2. Shared power to vote or direct vote: 2,485,740
            3. Sole power to dispose or direct the disposition: 0
            4. Shared power to dispose or direct the disposition: 2,485,740

      (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. 3 to the Schedule 13D.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 20 of 24 Pages
- ----------------------                                    ----------------------


H.    None of Messrs. Anquillare,  Feld and Smith directly owns any Shares nor
      have they entered into any  transactions  in the Shares since the filing
      of  Amendment  No. 3 to the  Schedule  13D.  Each of Messrs  Anquillare,
      Feld and Smith,  as a member of a "group"  for the  purposes  of Section
      13(d)(3) of the Exchange Act, may be deemed to be a beneficial  owner of
      the (i) 397,720 Shares owned by Parche and (ii)  2,088,020  Shares owned
      by  Starboard.  Each of  Messrs.  Anquillare,  Feld and Smith  disclaims
      beneficial ownership of such Shares.

      (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.

Item 6 is hereby amended to add the following:

            On  October  26,  2007,  Starboard,   Parche,  RCG  Enterprise,  RCG
Starboard Advisors,  Ramius Capital, C4S, Mr. Cohen, Mr. Solomon, Mr. Stark, Mr.
Strauss and Mr. Smith  (collectively,  the "Group")  entered into a Joint Filing
Agreement (the "Joint Filing Agreement") in which the Reporting Persons who will
remain Reporting Persons  subsequent to this Amendment No. 4 agreed to the joint
filing on behalf of each of them of  statements  on Schedule 13D with respect to
the securities of the Issuer to the extent required by applicable law. The Joint
Filing  Agreement is attached as Exhibit 99.1 hereto and is incorporated  herein
by reference.

            On October 25, 2007,  the Reporting  Persons and the Issuer  entered
into a Settlement  Agreement  defined and described in Item 4 above and attached
as Exhibit 99.2 hereto.

            On October 25, 2007, certain of the Reporting Persons and the Issuer
entered into a Confidentiality  Agreement described in Item 4 above and attached
as Exhibit 99.3 hereto.

      Item 7 is hereby amended to include the following exhibits:

            Exhibit 99.1.  Joint Filing  Agreement by and among  Starboard Value
                           and Opportunity  Master Fund Ltd.,  Parche,  LLC, RCG
                           Enterprise,  Ltd, RCG Starboard Advisors, LLC, Ramius
                           Capital Group,  L.L.C.,  C4S & Co., L.L.C.,  Peter A.
                           Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M.
                           Solomon and Jeffrey C. Smith, dated October 26, 2007.

            Exhibit 99.2.  Settlement  Agreement  by  and  between  Kensey  Nash
                           Corporation  on the one hand  and  each of  Starboard
                           Value and Opportunity Master Fund Ltd., Parche,  LLC,
                           RCG  Enterprise,  Ltd, RCG Starboard  Advisors,  LLC,
                           Ramius  Capital  Group,  L.L.C.,  C4S & Co.,  L.L.C.,
                           Peter A. Cohen,  Morgan B. Stark,  Thomas W. Strauss,
                           Jeffrey M. Solomon,  Ceasar N.  Anquillare,  Peter A.
                           Feld and  Jeffrey C. Smith on the other  hand,  dated
                           October 25, 2007.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 21 of 24 Pages
- ----------------------                                    ----------------------


            Exhibit 99.3.  Confidentiality  Agreement by and between Kensey Nash
                           Corporation  on the one hand  and  each of  Starboard
                           Value and Opportunity Master Fund Ltd., Parche,  LLC,
                           RCG  Enterprise,  Ltd, RCG Starboard  Advisors,  LLC,
                           Ramius  Capital  Group,  L.L.C.,  C4S & Co.,  L.L.C.,
                           Ceasar N.  Anquillare,  Peter A. Feld and  Jeffrey C.
                           Smith on the other hand, dated October 25, 2007.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 22 of 24 Pages
- ----------------------                                    ----------------------


                                   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: October 26, 2007

PARCHE, LLC                               RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,          By: Ramius Capital Group, L.L.C.,
    its managing member                       its sole member

STARBOARD VALUE AND OPPORTUNITY MASTER    RCG ENTERPRISE, LTD
FUND LTD.                                 By: Ramius Capital Group, L.L.C.,
By: RCG Starboard Advisors, LLC,              its investment manager
    its investment manager
                                          RAMIUS CAPITAL GROUP, L.L.C.
                                          By: C4S & Co., L.L.C.,
                                              as managing member

                                          C4S & CO., L.L.C.

                      By: /s/ Jeffrey M. Solomon
                          ---------------------------------
                          Name:  Jeffrey M. Solomon
                          Title: Authorized Signatory


/s/ Jeffrey M. Solomon                     /s/ Peter A. Feld
- -------------------------------------      -------------------------------------
JEFFREY M. SOLOMON                         PETER A. FELD
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss


/s/ Jeffrey C. Smith
- -------------------------------------
JEFFREY C. SMITH
Individually and as attorney-in-fact
for Ceasar N. Anquillare



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 23 of 24 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE B
                                   ----------

                  DIRECTORS AND OFFICERS OF RCG ENTERPRISE, LTD

Name and Position         Principal Occupation        Principal Business Address
- -----------------         --------------------        --------------------------

Morgan B. Stark           Managing Member of C4S &    666 Third Avenue
Director                  Co., L.L.C., which is the   26th Floor
                          Managing Member of Ramius   New York, New York 10017
                          Capital Group, L.L.C.

Marran Ogilvie            General Counsel of Ramius   666 Third Avenue
Director                  Capital Group, L.L.C.       26th Floor
                                                      New York, New York 10017

CFS Company Ltd.          Nominee Company registered  c/o Citco Fund Services
Director                  with Cayman Islands         (Cayman Islands) Limited
                          Monetary Authority and is   Corporate Center
                          affiliated with             West Bay Road
                          Administrator of the Fund   Grand Cayman, Cayman
                                                      Islands
                                                      British West Indies

CSS Corporation Ltd.      Affiliate of the            c/o Citco Fund Services
Secretary                 Administrator of the Fund   (Cayman Islands) Limited
                                                      Corporate Center
                                                      West Bay Road
                                                      Grand Cayman, Cayman
                                                      Islands
                                                      British West Indies



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 24 of 24 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX
                                  -------------

      Exhibit                                                 Exhibit Number
      -------                                                 --------------

      Joint Filing Agreement by and among Starboard                99.1
      Value and Opportunity Master Fund Ltd., Parche,
      LLC, RCG Enterprise, Ltd, RCG Starboard Advisors,
      LLC, Ramius Capital Group, L.L.C., C4S & Co.,
      L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W.
      Strauss, Jeffrey M. Solomon and Jeffrey C. Smith,
      dated October 26, 2007.

      Settlement Agreement by and between Kensey Nash              99.2
      Corporation on the one hand and each of Starboard
      Value and Opportunity Master Fund Ltd., Parche,
      LLC, RCG Enterprise, Ltd, RCG Starboard Advisors,
      LLC, Ramius Capital Group, L.L.C., C4S & Co.,
      L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W.
      Strauss, Jeffrey M. Solomon, Ceasar N. Anquillare,
      Peter A. Feld and Jeffrey C. Smith on the other
      hand, dated October 25, 2007.

      Confidentiality Agreement by and between Kensey              99.3
      Nash Corporation on the one hand and each of
      Starboard Value and Opportunity Master Fund Ltd.,
      Parche, LLC, RCG Enterprise, Ltd, RCG Starboard
      Advisors, LLC, Ramius Capital Group, L.L.C., C4S &
      Co., L.L.C., Ceasar N. Anquillare, Peter A. Feld
      and Jeffrey C. Smith on the other hand, dated
      October 25, 2007.

EX-99.1 2 ex991sc13da406297030_102507.htm JOINT FILING AGREEMENT sec document


                                                                    Exhibit 99.1


                             JOINT FILING AGREEMENT


      In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D filed on July 2, 2007  (including
amendments thereto) with respect to the Common Stock of Kensey Nash Corporation.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: October 26, 2007

PARCHE, LLC                               RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,          By: Ramius Capital Group, L.L.C.,
    its managing member                       its sole member

STARBOARD VALUE AND OPPORTUNITY MASTER    RCG ENTERPRISE, LTD
FUND LTD.                                 By: Ramius Capital Group, L.L.C.,
By: RCG Starboard Advisors, LLC,              its investment manager
    its investment manager
                                          RAMIUS CAPITAL GROUP, L.L.C.
                                          By: C4S & Co., L.L.C.,
                                              as managing member

                                          C4S & CO., L.L.C.

                      By: /s/ Jeffrey M. Solomon
                          ---------------------------------
                          Name:  Jeffrey M. Solomon
                          Title: Authorized Signatory


/s/ Jeffrey M. Solomon                     /s/ Jeffrey C. Smith
- -------------------------------------      -------------------------------------
JEFFREY M. SOLOMON                         JEFFREY C. SMITH
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss

EX-99.2 3 ex992sc13da406297030_102507.htm SETTLEMENT AGREEMENT sec document


                                                                    Exhibit 99.2


                              SETTLEMENT AGREEMENT

      This Agreement  (this  "AGREEMENT") is made and entered into as of October
24, 2007, by and between Kensey Nash Corporation  (the  "COMPANY"),  and each of
the entities and natural  persons listed on SCHEDULE A hereto (such entities and
natural  persons  and  any  Ramius  Nominee  that  executes  a  joinder  to this
Agreement, collectively, the "RAMIUS GROUP") (each of the Company and the Ramius
Group, a "PARTY" to this Agreement, and collectively, the "PARTIES").

                                    RECITALS

      A. The  Ramius  Group  beneficially  owns in the  aggregate  the number of
shares of the Company's outstanding common stock, par value $.001 per share (the
"COMMON STOCK"), set forth on SCHEDULE A;

      B. Pursuant  to a  nomination  letter  duly  submitted  on October  5th in
accordance   with  the  Company's   Second  Amended  and  Restated  Bylaws  (the
"NOMINATION LETTER"), Starboard Value and Opportunity Master Fund Ltd., a member
of the Ramius Group,  has nominated a slate of three  candidates for election to
the Board of Directors of the Company (the "BOARD") at the Company's next Annual
Meeting of Stockholders  (including any adjournment or postponement thereof, the
"2007 ANNUAL MEETING"),  which is currently  scheduled to be held on December 5,
2007;

      C. The Parties have agreed that  Starboard  Value and  Opportunity  Master
Fund Ltd. shall  withdraw its  Nomination  Letter and that the Ramius Group will
not present any nominees or proposals at the 2007 Annual Meeting;

      D. The Governance and Nominating  Committee of the Board (the  "NOMINATING
COMMITTEE")  has  reviewed  the  qualifications  of  Jeffrey  Smith  and  Ceasar
Anquillare  (collectively,  the  "RAMIUS  NOMINEES")  to serve as members of the
Board and has conducted inquiries into their respective backgrounds,  skills and
qualifications,   including  reviews  of  the  Ramius  Nominees'   responses  to
questionnaires,  interviews of the Ramius Nominees and  professional  background
investigations  of  the  Ramius  Nominees;  and  the  Nominating  Committee  has
evaluated the independence of the Ramius Nominees, the qualifications of Jeffrey
Smith to serve as a member  of the  Nominating  Committee  of the  Board and the
qualifications of Ceasar Anquillare to serve as a member of the Audit Committee;

      E. The Nominating  Committee has  recommended to the entire Board that (i)
the Board  nominate  the Ramius  Nominees  for election to the Board at the 2007
Annual  Meeting,   (ii)  the  Board  determine  that  the  Ramius  Nominees  are
independent  directors  under the listing  standards  of The NASDAQ Stock Market
("NASDAQ"), and (iii) following their respective elections to the Board, Jeffrey
Smith  be  appointed  to the  Nominating  Committee  of  the  Board  and  Ceasar
Anquillare be appointed to the Audit Committee.

      F. The Board considered the  recommendations  of the Nominating  Committee
and after  conducting  such  reviews  of the  Ramius  Nominees  as it has deemed
appropriate, (i) has determined that neither Ramius Nominee has any relationship
with the Company (either  directly or as a partner,  equity holder or officer of
an organization  that has a relationship  with the Company) that would interfere
with his exercise of independent  judgment in carrying out the  responsibilities
of a member of the Board or any of its committees and that both Ramius  Nominees
are  independent  directors as defined  under the rules of NASDAQ,  and (ii) has
determined  that it is in the best interests of the  stockholders of the Company
to nominate  the Ramius  Nominees  for  election to the Board at the 2007 Annual
Meeting,  to serve for a term of three  years  expiring  at the  Company's  2010
Annual Meeting of Stockholders, in place of two current members of the Company's



Board to be determined by the Company's  Board,  and each of whose current terms
will expire at the 2007 Annual Meeting, and to recommend the Ramius Nominees for
election to the Board;

      G. The Ramius Group has  determined  to vote its shares of Common Stock in
favor of the Ramius  Nominees and one incumbent  director  whose current term of
office  expires in 2007  nominated  by the Board to be elected as members of the
Board at the 2007 Annual  Meeting (such  incumbent  director,  together with the
Ramius Nominees, the "2007 NOMINEES");

      H. The Ramius  Group has agreed to certain  restrictions  on its  actions,
including  restrictions  relating to its  acquisition  of  additional  shares of
Common  Stock,  from the date here of until and including the earlier of the day
after the date of the Company's 2008 Annual Meeting of  Stockholders  (the "2008
ANNUAL  MEETING")  or the date that is  thirty  (30)  days  after  the  one-year
anniversary date of the 2007 Annual Meeting;

      I. The  Company  and the  Ramius  Group  desire,  in  connection  with the
nomination of the Ramius  Nominees to the Board,  to make certain  covenants and
agreements with one another pursuant to this Agreement.

      NOW THEREFORE,  in  consideration  of the covenants and premises set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as
follows:

      1. Starboard Value and Opportunity  Master Fund Ltd. hereby  withdraws its
Nomination Letter.

      2. The Board has agreed to nominate  the Ramius  Nominees to be elected as
members  of the Board at the 2007  Annual  Meeting  to serve for a term of three
years  expiring at the Company's 2010 Annual  Meeting of  Stockholders  and will
recommend  a vote "for" the  Ramius  Nominees  at the 2007  Annual  Meeting  and
solicit  proxies  from all  stockholders  to vote all shares of Common  Stock in
favor of the  election to the Board of the Ramius  Nominees.  At the 2007 Annual
Meeting, the Ramius Group shall appear in person or by proxy and vote all shares
of Common  Stock  beneficially  owned by it and its  Affiliates  in favor of the
election to the Board of the 2007  Nominees.  The Ramius Group shall cause to be
executed  proxies for the 2007  Nominees (in the form utilized by the Company to
solicit proxies for all  stockholders)  so as to vote all shares of Common Stock
beneficially  owned by it and its  Affiliates (as defined below) in favor of the
election to the Board of the 2007 Nominees.  The Ramius Group shall not withdraw
or modify any such proxies.

      By  execution  of this  Agreement,  each  of the  Ramius  Nominees  hereby
consents to be nominated for election to the Board at the 2007 Annual Meeting.

      3. In  accordance  with  Article IV of the  Company's  Second  Amended and
Restated Bylaws (the "BYLAWS"),  the Company shall take all action  necessary in
furtherance of:

            a. no later than seven (7) days following the election of the Ramius
      Nominees to the Board, the appointment of (i) Jeffrey Smith as a member of
      the  Nominating  Committee of the Board,  and (ii) Ceasar  Anquillare as a
      member of the Audit Committee of the Board;


                                       2


            b. the establishment of a strategic  planning committee of the Board
      in connection with its strategic planning,  and the appointment of Jeffrey
      Smith as a member of such committee; and

            c. the  appointment  of  Jeffrey  Smith as a member  of any  special
      committee of the Board that may be established.

      4. The  Ramius  Group and each  member of the Ramius  Group  shall not (i)
nominate any person for  election at the 2007 Annual  Meeting or (ii) submit any
proposal for  consideration  at, or bring any other  business  before,  the 2007
Annual  Meeting,  directly or indirectly.  The Ramius Group shall not enter into
any agreement,  understanding or arrangement with the purpose or effect to cause
or further any of the foregoing or otherwise  engage in any activities  with the
purpose or effect to cause or further any of the foregoing.

      The Company acknowledges that the only matters that shall be presented for
consideration  at the 2007  Annual  Meeting  include  the  election  of the 2007
Nominees,  an amendment to the  Company's  Fifth  Amended and Restated  Employee
Incentive Compensation Plan to increase by up to 350,000 the number of shares of
Common  Stock  authorized  for  issuance  under it and the  ratification  of the
Company's independent registered public accounting firm.

      5. From the date  hereof  through  the 2007  Annual  Meeting,  each of the
Company, the Ramius Group and each member of the Ramius Group shall not directly
or indirectly engage in any activities in opposition to the election of the 2007
Nominees  at the 2007  Annual  Meeting  and shall not enter into any  agreement,
understanding  or arrangement with the purpose or effect to cause or further any
of the foregoing.

      6. The 2007 Annual  Meeting shall be held on December 5, 2007 or within 30
days thereafter, at the time and place indicated in the notice of annual meeting
to be sent to the stockholders of the Company in connection with the 2007 Annual
Meeting.

      7. For a period  commencing with the date hereof and ending on the earlier
to occur of (i) the day after the date of the 2008  Annual  Meeting or (ii) that
date that is thirty (30) days after the  one-year  anniversary  date of the 2007
Annual Meeting (such period, the "STANDSTILL PERIOD"),  neither the Ramius Group
(nor Mr.  Anquillare,  individually,  if he is no  longer a member  of a Section
13(d) group with RCG Starboard Advisors,  LLC and its Affiliates) nor any of its
members or any of their Affiliates  shall,  without the prior written consent of
the Board,  specifically expressed in a written resolution adopted by a majority
vote of the entire Board:

            a.  acquire or agree to  acquire,  or  publicly  offer or propose to
      acquire,  directly or  indirectly,  by purchase or  otherwise,  any voting
      securities  or direct or indirect  rights or options to acquire any voting
      securities of the Company or any subsidiary  thereof,  or of any successor
      to or person in control of the  Company,  such  that,  following  any such
      acquisition,  the Ramius  Group,  including  its  Affiliates,  would hold,
      beneficially own or control in the aggregate in excess of 2,804,146 shares
      of Common Stock (the "STANDSTILL  LIMIT");  PROVIDED,  HOWEVER, (i) in the
      event  that  the  share  repurchase  program  (the  "REPURCHASE  PROGRAM")
      announced  by the Company on  September  24,  2007 has not been  completed
      (which  completion,  for this  purpose,  shall mean that  shares have been
      purchased under the Repurchase Program for the maximum aggregate price for
      which shares may be repurchased under the Repurchase  Program and all such
      shares shall have been  canceled or shall be held in treasury) by the date
      that is eight (8) months from the date  hereof  ("REPURCHASE  DATE"),  the


                                       3


      Standstill  Limit shall be that  number of shares of Common  Stock that is
      equal to the  greatest  of (A)  2,804,146,  (B) such  number  of shares of
      Common Stock  resulting from an increase in the Standstill  Limit pursuant
      to clause (ii) below,  and (C) 24.9% of the  outstanding  shares of Common
      Stock as of the  Repurchase  Date  (the  number of  outstanding  shares of
      Common  Stock  as of the  Repurchase  Date  shall be  communicated  by the
      Company to Ramius Capital on behalf of the Ramius Group, within 2 business
      days of the  Repurchase  Date),  (ii) in the event between the date hereof
      and the Repurchase  Date the number of outstanding  shares of Common Stock
      (as  reported by the  Company)  increases  above  11,945,621  shares,  the
      Standstill  Limit shall increase by a number of shares equal to 25% of the
      number  of  outstanding  shares of  Common  Stock in excess of  11,945,621
      shares and any such increase as of the  Repurchase  Date shall survive the
      Repurchase  Date,  (iii)  in the  event  that,  as of any date  after  the
      Repurchase  Date and prior to the  termination  hereof  (any such date,  a
      "RESET  DATE"),  the  Standstill  Limit  represents  less  than 23% of the
      outstanding  shares of Common  Stock as a result  of the  issuance  by the
      Company after the Repurchase Date of a number of shares of Common Stock in
      excess of the number of shares  repurchased  by, and/or  forfeited to, the
      Company  after  the  Repurchase  Date,  then the  Standstill  Limit  shall
      increase to that  number of shares of Common  Stock that is equal to 24.9%
      of the  outstanding  shares  of  Common  Stock  of the  Company  as of the
      applicable  Reset Date,  (iv) for purposes of the  Standstill  Limit,  any
      shares of Common Stock (whether or not restricted) and options to purchase
      shares of Common Stock issued or granted to Mr. Smith in his capacity as a
      director of the Company shall not be deemed to be held, beneficially owned
      or controlled by the Ramius Group,  and such shares shall not be deemed to
      be  outstanding  shares  of  Common  Stock,  and (v) for  purposes  of the
      Standstill  Limit,  any shares of Common Stock (whether or not restricted)
      and options to purchase  shares of Common  Stock  issued or granted to Mr.
      Anquillare after the date hereof in his capacity as a director,  and up to
      10,000 shares of Common Stock otherwise  acquired by Mr. Anquillare in his
      individual capacity, shall not be deemed to be held, beneficially owned or
      controlled by the Ramius Group,  and such shares shall not be deemed to be
      outstanding shares of Common Stock; PROVIDED, FURTHER, that nothing herein
      shall limit the ability of any member of the Ramius  Group to transfer any
      voting  securities of the Company or direct or indirect  rights or options
      to acquire any voting securities of the Company to any other member of the
      Ramius Group; and PROVIDED,  FURTHER,  that Affiliates of the Ramius Group
      that execute a joinder to this Agreement in a form  reasonably  acceptable
      to the Company  shall  become  members of the Ramius  Group at the time of
      such execution;

            b. except as provided in Section 8 hereof or as otherwise  expressly
      provided in this Agreement,  (i) initiate,  propose,  induce or attempt to
      induce any other person to initiate any stockholder proposal, nominate any
      person to be elected as a member of the Board or make any  attempt to call
      a special meeting of stockholders of the Company, (ii) submit any proposal
      for consideration  at, or bring any other business before,  any meeting of
      stockholders  of the  Company,  or request  that the  Company  include any
      proposals  or nominees for election as members of the Board in any Company
      proxy  statement,  (iii) engage,  or in any way  participate,  directly or
      indirectly,  in any  "solicitation"  (as  such  term  is  defined  in Rule
      14a-1(l)  promulgated  by the SEC under the  Exchange  Act) of  proxies or
      consents   (whether  or  not  relating  to  the  election  or  removal  of
      directors), seek to advise, encourage or influence any Person with respect
      to  the  voting  of  any   Company   securities   (except  in  support  of
      Board-approved   proposals),   or  (iv)  otherwise  communicate  with  the
      Company's  stockholders or others pursuant to Rule  14a-1(l)(2)(iv)  under
      the Exchange Act; PROVIDED,  HOWEVER,  that nothing herein shall limit the
      ability of the Ramius  Group to vote its voting  securities  on any matter
      submitted  to a vote of the  stockholders  of the Company or announce  its


                                       4


      opposition to any  Board-approved  proposals not supported by Mr. Smith or
      limit the  ability of the Ramius  Nominees  to  exercise  their  rights as
      members of the Board while serving as members of the Board;

            c. make any public  announcement  with respect to, or publicly offer
      to effect,  seek or  propose  (with or without  conditions),  any  merger,
      acquisition,  consolidation,  other business  combination,  restructuring,
      recapitalization,  tender  offer,  exchange  offer or other  extraordinary
      transaction  with or involving the Company or any of its  subsidiaries  or
      any of its or their securities or assets; PROVIDED,  HOWEVER, that nothing
      herein  shall  limit  the  ability  of  the  Ramius  Group  to  issue  any
      communication contemplated by Rule 14a-1(l)(2)(iv) stating how they intend
      to  vote  and the  reasons  therefor  with  respect  to any  extraordinary
      transaction  of any kind or nature between the Company and any third party
      unaffiliated  with  the  Ramius  Group;  PROVIDED  FURTHER,  that  nothing
      contained  herein  shall limit the ability of the Ramius  Group to file an
      amendment or  amendments to its Schedule 13D regarding the Common Stock of
      the Company as required by law or to make other  securities or tax filings
      as  required  by law so long as the  Ramius  Group does not enter into any
      contract, arrangement,  understanding or relationship (legal or otherwise)
      with respect to the Company's  voting  securities,  or otherwise  take any
      action, in violation of clauses (a)-(f) of Section 7 hereof;

            d. (i) form,  join or in any way participate in a "group" as defined
      in Section  13(d)(3) of the  Securities  Exchange Act of 1934, as amended,
      and the rules and regulations promulgated thereunder, other than a "group"
      that includes all or some lesser  number of persons  identified as members
      of the Ramius  Group,  but does not include any other  members who are not
      currently  identified as members of the Ramius Group,  (ii) enter into any
      negotiation,  contract, arrangement,  understanding or relationship (legal
      or  otherwise)  with any third  parties,  other than members of the Ramius
      Group  solely  with  respect  to the  members  of  the  Ramius  Group,  in
      connection  with any of the foregoing or with respect to the voting of any
      voting  securities of the Company,  (iii) or otherwise  deposit any voting
      securities  of the  Company  in any  voting  trust or  subject  any voting
      securities of the Company to any  arrangement or agreement with respect to
      the voting of any voting  securities  of the Company,  except as expressly
      set forth in this Agreement;

            e.  publicly  seek or publicly  request  permission to do any of the
      foregoing  or to  amend  or  waive  any  provision  of  Section  7  hereof
      (including any of clauses (a)-(f) hereof), or make any public announcement
      with respect to any of the foregoing; or

            f. take,  or cause  others to take,  any actions  inconsistent  with
      Section 7 hereof (including any of clauses (a)-(f) hereof).

      8. a. Notwithstanding the foregoing, on and after the date that is 30 days
prior to the last date on which a stockholder  of the Company may  nominate,  in
accordance  with the  applicable  procedures  set forth in the Company's  Bylaws
(which pursuant to the Bylaws, as in effect as of the date of this Agreement, is
the date that is sixty (60) days prior to the meeting of stockholders at which a
member of the Board will be  elected),  a person for election as a member of the
Board at the 2008 Annual  Meeting  (such  date,  the "2008  NOMINATION  DEADLINE
Date"),  the Ramius Group shall not be prohibited  from (i) nominating up to two
persons for  election  at the 2008  Annual  Meeting to serve for a term of three
years  expiring  at  the  Company's  2011  Annual  Meeting  of  Stockholders  in
accordance   with  the  Company's   procedures  set  forth  in  its  Bylaws  for
stockholders  to nominate  persons for  election to the Board,  (ii)  soliciting
proxies  with  respect to the voting  securities  of the Company with respect to
such nominees,  or (iii) taking any actions in connection with the nomination of
persons in  connection  with the 2008 Annual  Meeting,  including  requesting  a


                                       5


stockholder list and related  information,  filing an amendment or amendments to
its Schedule 13D regarding the Common Stock of the Company as required by law or
taking  any other  action  related  to the  solicitation  of  proxies or written
consents or making any public filings or announcements  in furtherance  thereof;
provided,  however,  in the event that either Mr. Smith or Mr.  Anquillare is no
longer a member of the Board at the time the Ramius Group nominates  persons for
election in connection with the 2008 Annual Meeting, then the Ramius Group shall
be  permitted  to nominate up to three  persons for  election at the 2008 Annual
Meeting;  provided further, in the event that the size of the Board is increased
beyond nine members, the Ramius Group shall be permitted to nominate a number of
persons for  election at the 2008 Annual  Meeting that is equal to the number of
directors up for election at the 2008 Annual Meeting.

            a. The Company shall provide RCG Starboard Advisors, LLC, a Delaware
limited liability  company ("RCG STARBOARD")  notice (i) of the date of the 2008
Annual Meeting not less than 45 days prior to the 2008 Nomination Deadline Date,
and (ii) any  amendment  of the  Company's  Bylaws that  changes the time period
during which or procedures by which a  stockholder  may, in accordance  with the
applicable  procedures set forth in the Company's Bylaws,  nominate a person for
election as a member of the Board at an annual meeting of  stockholders,  within
not more than four (4) business days after such amendment (the "BYLAW  AMENDMENT
NOTICE").  In the event that any such amendment of the Company's  Bylaws results
in a deadline for either  nomination  of  directors  that is a date prior to the
date of  receipt  of the  Bylaw  Amendment  Notice  by RCG  Starboard,  then RCG
Starboard  shall  have ten (10) days from the date of its  receipt  of the Bylaw
Amendment Notice to nominate persons for election as members of the Board at the
2008 Annual Meeting.

      9. Following the execution of this Agreement,  the Company shall issue the
press  release  announcing  the terms of this  Agreement,  in the form  attached
hereto as EXHIBIT A (the "PRESS  RELEASE"),  and shall file a Current  Report on
Form 8-K with the SEC  disclosing  the terms of this  Agreement and attaching as
exhibits this Agreement and the Press  Release.  None of the Parties hereto will
make any other public  statements  (including  in any filing with the SEC or any
other regulatory or governmental agency,  including any stock exchange) that are
inconsistent  with,  or  otherwise  contrary  to,  the  statements  in the Press
Release.  Neither the Ramius Group nor any of its members  shall make any public
statements  (including  in any filing  with the SEC or any other  regulatory  or
governmental agency, including any stock exchange), except that it may amend its
Schedule 13D  regarding  the Common Stock (as amended,  the  "SCHEDULE  13D") as
required  by law  and  in a  manner  consistent  with  this  Agreement  and  not
inconsistent  with,  or  otherwise  contrary  to,  the  statements  in the Press
Release.

      10. The  Company  shall  reimburse  the Ramius  Group for its  reasonable,
documented  out-of-pocket fees and expenses incurred  (including legal expenses)
in connection with the Schedule 13D,  matters related to the 2007 Annual Meeting
and  the  negotiation  and  execution  of this  Agreement,  provided  that  such
reimbursement shall not exceed $37,500 in the aggregate.

      11. The Ramius Group shall cause its  Affiliates  to comply with the terms
of this Agreement.  Each member of the Ramius Group listed herein,  on behalf of
himself or itself,  as  applicable,  represents and warrants to the Company that
(a) as of the date hereof,  the Ramius Group and each member of the Ramius Group
beneficially owns the number of shares of Common Stock as described opposite his
or its name on SCHEDULE A and SCHEDULE A includes all  Affiliates of any members
of the Ramius Group that own any  securities of the Company  beneficially  or of
record,  (b) this Agreement has been duly and validly  authorized,  executed and
delivered by such member,  and  constitutes a valid and binding  obligation  and
agreement of such member, enforceable against such member in accordance with its
terms,  (c) each  signatory to this  Agreement by any member of the Ramius Group
has the  authority  to  execute  the  Agreement  on  behalf of  himself  and the
applicable member of the Ramius Group associated with that signatory's name, and
to bind such member of the Ramius  Group to the terms  hereof,  (d) no member of


                                       6


the Ramius Group is party to any agreements  regarding the voting of disposition
of shares of Common Stock,  (e) the execution,  delivery and performance of this
Agreement  by each  member of the Ramius  Group does not and will not violate or
conflict  with  (i)  any  law,  rule,  regulation,  order,  judgment  or  decree
applicable  to it, or (ii) result in any breach or violation of or  constitute a
default (or an event  which with notice or lapse of time or both could  become a
default)  under or  pursuant  to, or result  in the loss of a  material  benefit
under, or give any right of termination, amendment, acceleration or cancellation
of, any organizational document, agreement, contract, commitment,  understanding
or arrangement to which such member is a party or by which it is bound,  and (f)
no  consent,  approval,  authorization,  license or  clearance  of, or filing or
registration  with, or  notification  to, any court,  legislative,  executive or
regulatory  authority or agency is required in order to permit any member of the
Ramius Group to perform such member's  obligations under this Agreement,  except
for such as have been obtained.

      The  Company  represents  and  warrants  to the Ramius  Group that (a) the
Company has the  corporate  power and  authority to execute the Agreement and to
bind it  thereto,  (b) this  Agreement  has been  duly and  validly  authorized,
executed  and  delivered  by  the  Company,  constitutes  a  valid  and  binding
obligation and agreement of the Company,  and is enforceable against the Company
in accordance  with its terms,  (c) the execution,  delivery and  performance of
this Agreement by the Company does not and will not violate or conflict with (i)
any law, rule,  regulation,  order, judgment or decree applicable to it, or (ii)
result in any breach or violation of or  constitute a default (or an event which
with notice or lapse of time or both could  become a default)  under or pursuant
to, or  result in the loss of a  material  benefit  under,  or give any right of
termination,  amendment,  acceleration  or cancellation  of, any  organizational
document, agreement, contract, commitment, understanding or arrangement to which
the  Company  is a party or by which it is bound and (d) no  consent,  approval,
authorization,  license or  clearance  of, or filing or  registration  with,  or
notification to, any court,  legislative,  executive or regulatory  authority or
agency is required  in order to permit the  Company to perform  its  obligations
under this Agreement, except for such as have been obtained.

      12. This Agreement  constitutes the entire  agreement  between the Parties
with respect to the subject matter hereof and  supersedes  all prior  agreements
understandings,  both  written and oral,  among the Parties  with respect to the
subject matter hereof. No amendment or other  modification of this Agreement may
be made except in writing signed by an authorized  representative of each of the
Company and RCG Starboard.

      13. If at any time  subsequent  to the date hereof,  any provision of this
Agreement  shall be held by any court of competent  jurisdiction  to be illegal,
void or unenforceable,  such provision shall be of no force and effect,  but the
illegality or  unenforceability  of such provision shall have no effect upon the
legality or enforceability of any other provision of this Agreement.

      14. Each of the Ramius Group and the Company  acknowledges and agrees that
irreparable  injury to the other  would  occur in the event any its  obligations
under this  Agreement  were not performed in accordance  with the specific terms
hereof or it otherwise breached this Agreement and that such injury would not be
adequately  compensable  in  damages.  It is  accordingly  agreed by each of the
Parties  that a Party so moving (the "MOVING  PARTY")  shall each be entitled to
specific  enforcement  of  (without  the  necessity  of  posting a bond or other
security  or proving  actual  damages),  and  injunctive  relief to prevent  any
violation  of  (without  the  necessity  of posting a bond or other  security or
proving  actual  damages),  the terms of this  Agreement  and the other  Parties
hereto will not take action, directly or indirectly, in opposition to the Moving


                                       7


Party  seeking  such  relief on the grounds  that any other  remedy or relief is
available  at law or in  equity.  This  Section 13 shall not in any way affect a
Party's right to exercise its rights at law.

      15.  Certain  of the  Parties  have  agreed to  execute a  confidentiality
agreement  simultaneous with the execution of this Agreement  regarding material
nonpublic  information  shared  with  the  Ramius  Group  (the  "CONFIDENTIALITY
Agreement").  Under the terms of the Confidentiality  Agreement, the Company has
agreed  that prior to the 2007  Annual  Meeting it will not take any action that
the Board considers  material without first advising a Ramius Nominee  regarding
such action.

      16.  Each  member of the Ramius  Group  hereby  irrevocably  appoints  RCG
Starboard  Advisors,  LLC as such member's  attorney-in-fact  and representative
(the "RAMIUS  REPRESENTATIVE"),  in such member's place and stead, to do any and
all  things  and to  execute  any  and all  agreements,  instruments  and  other
documents and any amendments,  modifications  and waivers hereto and thereto and
to give and receive any and all notices or  instructions in connection with this
Agreement  and the  transactions  contemplated  hereby and thereby.  The Company
shall be entitled to rely,  as being binding on each member of the Ramius Group,
upon any action taken by the Ramius Representative or upon any document, notice,
instruction  or other  writing  given or executed by the Ramius  Representative.
Each member of the Ramius  Group  acknowledges  and agrees that each  agreement,
covenant or other  obligation of the Ramius Group  hereunder shall be binding on
such member of the Ramius Group.

      17. This  Agreement  shall be governed by and  construed  and  enforced in
accordance  with the laws of the  State of  Delaware  without  reference  to the
conflict of laws  principles  thereof.  Each of the Parties  hereto  irrevocably
agrees that any legal action or  proceeding  with respect to this  Agreement and
the rights and obligations arising hereunder, or for recognition and enforcement
of any  judgment  in respect of this  Agreement  and the rights and  obligations
arising  hereunder  brought  by the  other  party  hereto or its  successors  or
assigns,  shall be brought and  determined  exclusively in the Delaware Court of
Chancery and any state appellate  court  therefrom  within the State of Delaware
(or, if the Delaware Court of Chancery declines to accept, or determines that it
does not have, jurisdiction over a particular matter, any state or federal court
within the State of Delaware).  Each of the Parties  hereto  hereby  irrevocably
submits with regard to any such action or  proceeding  for itself and in respect
of its property, generally and unconditionally,  to the personal jurisdiction of
the  aforesaid  courts and agrees that it will not bring any action  relating to
this Agreement in any court other than the aforesaid courts. Each of the parties
hereto  hereby  irrevocably  waives,  and  agrees not to assert in any action or
proceeding  with  respect  to  this  Agreement,  (i)  any  claim  that it is not
personally subject to the jurisdiction of the above-named courts for any reason,
(ii) any claim that it or its property is exempt or immune from  jurisdiction of
any such  court or from any legal  process  commenced  in such  courts  (whether
through service of notice,  attachment  prior to judgment,  attachment in aid of
execution of  judgment,  execution  of judgment or  otherwise)  and (iii) to the
fullest extent  permitted by applicable legal  requirements,  any claim that (A)
the suit,  action or  proceeding  in such court is  brought  in an  inconvenient
forum, (B) the venue of such suit,  action or proceeding is improper or (C) this
Agreement,  or the  subject  mater  hereof,  may not be  enforced  in or by such
courts.

      18. This Agreement and any amendments hereto may be executed and delivered
in one or more  counterparts,  and by the different  parties  hereto in separate
counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall  constitute  one and the same  agreement,  and
shall become effective when  counterparts  have been signed by each party hereto
and delivered to the other parties hereto,  it being understood that all parties
need not sign the same  counterpart.  In the event  that any  signature  to this
Agreement or any amendment  hereto is delivered by facsimile  transmission or by
e-mail  delivery of a ".pdf"  format data file,  such  signature  shall create a


                                       8


valid and binding  obligation  of the party  executing  (or on whose behalf such
signature  is executed)  with the same force and effect as if such  facsimile or
".pdf" signature page were an original thereof. At the request of any party each
other party shall promptly  re-execute an original form of this Agreement or any
amendment  hereto and deliver the same to the other party. No party hereto shall
raise the use of a facsimile  machine or e-mail delivery of a ".pdf" format data
file to deliver a signature  to this  Agreement or any  amendment  hereto or the
fact that such signature was  transmitted or  communicated  through the use of a
facsimile  machine or e-mail  delivery of a ".pdf" format data file as a defense
to the formation or enforceability of a contract,  and each party hereto forever
waives any such defense.

      19. Any notices, consents, determinations, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one (1) Business Day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

            If to the Company:

            Kensey Nash Corporation
            735 Pennsylvania Drive
            Exton, Pennsylvania 19341
            Attention: Joseph Kaufman
            Facsimile: 484-713-2901

            With a copy to:

            Katten Muchin Rosenman LLP
            525 W. Monroe Street
            Chicago, Illinois 60661-3693
            Attention: David Shevitz, Esq. and Mark D. Wood, Esq.
            Facsimile: 312-902-1061

            If to the Ramius Group or any member of the Ramius Group:

            RCG Starboard Advisors, LLC
            c/o Ramius Capital Group, L.L.C.
            666 Third Avenue, 26th Floor
            New York, New York 10017
            Attention: Jeffrey Smith
            Facsimile: 212-201-4802

            With a copy to:

            Olshan Grundman Frome Rosenzweig & Wolosky LLP
            Park Avenue Tower
            65 East 55th Street
            New York, New York  10022
            Attention:  Steven Wolosky, Esq.
            Facsimile:  (212) 451-2222


                                       9


      20. This  Agreement  shall be binding upon and inure to the benefit of the
Parties and their respective  successors and assigns. No Party shall assign this
Agreement or any rights or obligations  hereunder  without,  with respect to any
member of the Ramius Group,  the prior written consent of the Company,  and with
respect to the Company, the prior written consent of RCG Starboard.

      21. The language used in this  Agreement will be deemed to be the language
chosen by the parties to express  their  mutual  intent,  and no rules of strict
construction  will be applied  against any party.  Unless the context  otherwise
requires,  (a) all  references  to  Sections  or  Schedules  are to  Sections or
Schedules contained in or attached to this Agreement,  (b) words in the singular
or plural  include the  singular  and plural and  pronouns  stated in either the
masculine,  the feminine or neuter gender shall include the masculine,  feminine
and neuter,  and (c) the use of the word  "including" in this Agreement shall be
by way of example rather than limitation.

              [ THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK ]


                                       10




      IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as of
the day and year first above written.

                                       KENSEY NASH CORPORATION

                                       By: /s/ Joseph W. Kaufmann
                                          --------------------------------------
                                           Name:  Joseph W. Kaufmann
                                           Title: Chief Executive Officer,
                                                  President, Secretary


PARCHE, LLC                               RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,          By: Ramius Capital Group, L.L.C.,
    its managing member                       its sole member

STARBOARD VALUE AND OPPORTUNITY MASTER    RAMIUS CAPITAL GROUP, L.L.C.
FUND LTD.                                 By: C4S & Co., L.L.C.,
By: RCG Starboard Advisors, LLC,              as managing member
    its investment manager
                                          C4S & CO., L.L.C.


                      By: /s/ Jeffrey M. Solomon
                          ---------------------------------
                          Name:  Jeffrey M. Solomon
                          Title: Authorized Signatory


/s/ Jeffrey M. Solomon                     /s/ Peter A. Feld
- -------------------------------------      -------------------------------------
JEFFREY M. SOLOMON                         PETER A. FELD
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss


/s/ Jeffrey C. Smith
- -------------------------------------
JEFFREY C. SMITH
Individually and as attorney-in-fact
for Ceasar Anquillare


                                       11


By: Starboard Value and Opportunity Master Fund Ltd.

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory

By: Parche, LLC

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory

By: RCG Enterprise, Ltd

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory

By: RCG Starboard Advisors, LLC

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory

By: Ramius Capital Group, L.L.C.

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory

By: C4S & CO., L.L.C.

      By: /s/ Jeffrey M. Solomon
         ----------------------------------
         Name:  Jeffrey M. Solomon
         Title: Authorized Signatory


                                       12


                                   SCHEDULE A

                                THE RAMIUS GROUP

            Parche, LLC                                397,720
            Starboard Value and                      2,088,020
            Opportunity Master Fund Ltd.
            RGC Starboard Advisors, LLC              2,485,740
            Ramius Capital Group, L.L.C.             2,485,740
            C4S & CO., LLC                           2,485,740
            RCG Enterprise, Ltd                              0
            Peter A. Cohen                           2,485,740
            Morgan B. Stark                          2,485,740
            Jeffrey M. Solomon                       2,485,740
            Thomas W. Strauss                        2,485,740
            Ceasar Anquillare                                0
            Peter A. Feld                                    0
            Jeffrey C. Smith                                 0


                                       13


EXHIBIT A

                                  PRESS RELEASE

CONTACT:
Joseph W. Kaufmann
President and Chief Executive Officer
(484) 713-2100

         KENSEY NASH REACHES AGREEMENT WITH RAMIUS ON NEW BOARD NOMINEES

              JEFFREY SMITH AND CEASAR ANQUILLARE TO BE NOMINATED;

                       RAMIUS WITHDRAWS PROXY NOMINATIONS

EXTON,  OCTOBER 24, 2007 -- Kensey Nash  Corporation  (NASDAQ:  KNSY)  announced
today that it has reached agreement with Ramius Capital Group, L.L.C. ("Ramius")
and its affiliates  (collectively,  the "Ramius Group") regarding the nomination
of  candidates  for  election to the  Company's  Board of  Directors at its 2007
Annual Meeting. Starboard Value and Opportunity Master Fund Ltd., one of Ramius'
affiliates,  had nominated  three  individuals  for election to the Board at the
2007 Annual Meeting.  The Ramius Group collectively holds approximately 20.8% of
the Company's outstanding shares.

The  Kensey  Nash  Board  of  Directors  has  determined  that it is in the best
interests  of the  stockholders  of the  Company to nominate  Jeffrey  Smith and
Ceasar  Anquillare,  who  were  originally  nominated  by  Starboard  Value  and
Opportunity  Master  Fund Ltd.,  for  election  to the Kensey  Nash Board at the
Company's  annual  meeting of  stockholders  on December 5, 2007.  The Board has
nominated Mr. Smith and Mr.  Anquillare  for election as directors and agreed to
recommend a vote "for" Mr. Smith and Mr.  Anquillare.  Following their election,
Mr. Anquillare will be appointed as a member of the Audit Committee of the Board
and Mr.  Smith will be appointed as a member of the  Governance  and  Nominating
Committee  of the Board and a member of a Strategic  Planning  Committee  of the
Board that the  Company  has agreed to  establish  pursuant  to the terms of the
agreement.  The Board has also nominated for re-election Mr. Robert Bobb,  whose
current term expires at the 2007 Annual Meeting.

In announcing the agreement, Mr. Joseph Kaufmann,  president and chief executive
officer of Kensey Nash, said, "We are very pleased that we were able to reach an
agreement with the Ramius Group,  our largest  stockholder.  We welcome Jeff and
Ceasar to our board."

Mr. Smith is a partner of Ramius Capital Group,  L.L.C.,  a member of the Ramius
Group. Mr. Anquillare, is the Chairman and Chief Executive Officer of Winchester
Capital Partners, a private transatlantic investment bank. Mr. Smith also serves
as a director of S1 Corporation, and Mr. Anquillare also serves as a director of
Bramdean PLC.

Ramius  partner  Jeffrey C. Smith said,  "We are  delighted to have brought this
situation to an amicable  conclusion and look forward to working  constructively
with the Company and its Board to  continue to create  additional  value for the
stockholders of the Company."

In connection  with the  agreement,  the Ramius Group has agreed to withdraw its
previous nomination of Mr. Smith, Mr. Anquillare and Mr. Peter Feld. In addition
to Mr. Smith and Mr.  Anquillare,  the Ramius Group also agreed to vote in favor
of the Company's  other director  nominee,  Robert Bobb, for  re-election to the
Board at the 2007 Annual Meeting.


                                       14


In  addition,  the Ramius  Group has  agreed to limit the  number of  additional
Kensey Nash shares it may acquire prior to the Company's 2008 Annual Meeting and
has agreed to refrain from submitting  shareholder  proposals,  conducting proxy
solicitation  activities or taking certain other actions until the 2008 meeting,
except that the Ramius Group may nominate up to two  individuals for election to
the  Board at the 2008  meeting  and  engage  in proxy  solicitation  activities
related to those nominations.

The  Company  also  announced  that after 23 years of service on the Kensey Nash
Board of  Directors,  Mr.  John  Nash has  decided  to  retire  from the  Board,
effective  as of the date of the 2007  Annual  Meeting,  the end of his  current
three-year  term. Mr. Nash, who will continue in his role as the Company's VP of
new  technology,  will become a board member  emeritus,  in honor of his role as
founder  of the  company  and as a tribute  to his many  years of service on the
board.

"As a board  member,  John's vision for creating a medical  device  company that
develops innovative cost-effective products for helping patients has defined the
company that we have become  today.  We are thankful for his  contributions  and
pleased that he has elected to remain in his role as VP of New Technology  where
he can continue to create and develop new products for the  company,"  commented
Mr. Kaufmann.

In addition,  Mr. Kim Rosenberg,  the chairman of the Company's Audit Committee,
will not seek  re-election  to the  Board of  Directors  following  his  current
three-year  term,  which ends as of the 2007 Annual  Meeting.  "On behalf of the
Board of Directors,  we wish to thank both John and Kim for their  contributions
over the past  years.  We greatly  appreciate  their  service  to the  Company,"
commented Mr. Walter Maupay, Chairman of the Board.

ABOUT KENSEY NASH CORPORATION

Kensey  Nash  Corporation  is a leading  medical  technology  company  providing
innovative  solutions and technologies  for a wide range of medical  procedures.
The  Company  provides an  extensive  range of products  into  multiple  medical
markets, primarily in the endovascular,  sports medicine and spine markets. Many
of the products are based on the Company's  significant expertise in the design,
development,  manufacturing and processing of absorbable biomaterials, which has
led  to  partnerships  to  commercialize  technologies.  Kensey  Nash  has  also
commercialized   a  series  of  innovative   products  through  its  own  direct
endovascular  sales  force.  The  Company  is known as a pioneer in the field of
arterial puncture closure,  as the inventor and developer of the  Angio-Seal(TM)
Vascular Closure Device, which is licensed to St. Jude Medical, Inc.

ABOUT RAMIUS CAPITAL GROUP, L.L.C.

Ramius Capital Group is a registered  investment  advisor that manages assets of
approximately  $9.6 billion in a variety of alternative  investment  strategies.
Ramius  Capital  Group is  headquartered  in New York with  offices  located  in
London, Tokyo, Hong Kong, Munich, and Vienna.

CAUTIONARY NOTE FOR FORWARD-LOOKING STATEMENTS

This  press  release  contains  forward-looking   statements  that  reflect  the
Company's  current  expectations  about its  prospects  and  opportunities.  The
Company has tried to identify  these forward  looking  statements by using words
such  as  "expect,"   "anticipate,"   "estimate,"  "plan,"  "will,"  "forecast,"
"believe," or similar  expressions,  but these words are not the exclusive means
for identifying  such  statements.  The Company cautions that a number of risks,


                                       15


uncertainties,  and other  important  factors could cause the  Company's  actual
results  to  differ  materially  from  those in the  forward-looking  statements
including,   without   limitation,   the  Company's  success  in  launching  its
endovascular  products into the marketplace,  the Company's  dependence on three
major  customers (St. Jude Medical,  Arthrex and Orthovita) and their success in
selling Kensey Nash related products in the  marketplace,  the impact of product
recalls and other manufacturing issues, and competition from other technologies,
among other important risks.  For a more detailed  discussion of these and other
factors,  please see the Company's SEC filings,  including the disclosure  under
"Risk  Factors" in those  filings.  Except as expressly  required by the federal
securities  laws,  the Company  undertakes no obligation to update or revise any
forward-looking  statements,  whether  as a result of new  information,  changed
circumstances or future events or for any other reason.


                                       16

EX-99.3 4 ex993sc13da406297030_102507.htm CONFIDENTIALITY AGREEMENT sec document


                                                                    Exhibit 99.3


                            CONFIDENTIALITY AGREEMENT


      This Agreement  (this  "AGREEMENT") is made and entered into as of October
24, 2007, by and between Kensey Nash Corporation  (the  "COMPANY"),  and each of
the entities and natural  persons listed on SCHEDULE A hereto (such entities and
natural  persons  and  any  Ramius  Nominee  that  executes  a  joinder  to this
Agreement, collectively, the "RAMIUS GROUP") (each of the Company and the Ramius
Group, a "PARTY" to this Agreement, and collectively, the "Parties").

                                   WITNESSETH:

            WHEREAS,  in  connection  with the execution  and  performance  of a
Settlement  Agreement  between the Parties and certain other parties  affiliated
with the Ramius  Group,  dated  October 24, 2007 (the  "SETTLEMENT  AGREEMENT"),
regarding  the  nomination  of certain  persons to the Board of Directors of the
Company (the "BOARD") and the Ramius Group's  forbearance of certain  activities
during the  Standstill  Period (as  defined in the  Settlement  Agreement),  the
Company  expects to provide or  otherwise  make  available  to either or both of
Jeffrey Smith and Ceasar Anquillare (the "RAMIUS NOMINEES") certain information,
including  information made available to either or both Ramius Nominees pursuant
to Section 1 of this Agreement,  developed by and/or concerning the Company that
is non-public,  confidential  or proprietary in nature,  including  business and
financial  information  concerning  the  Company  and/or  its  operations  (such
information collectively, "CONFIDENTIAL INFORMATION");

            NOW THEREFORE,  in  consideration  of the agreements,  covenants and
premises set forth herein,  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Parties hereto
hereby agree as follows:

            1. The Company  hereby agrees that prior to the 2007 Annual  Meeting
of Stockholders of the Company (the "2007 ANNUAL MEETING"), the Company will not
take any action  that the Board  considers  material  without  first  advising a
Ramius  Nominee  regarding  such  action.  The  Ramius  Nominees  shall  use the
Confidential  Information  solely for the purpose of evaluating  the Company and
actions proposed to be taken by the Company, in connection with their respective
preparations  to serve as members  of the Board if  elected  at the 2007  Annual
Meeting.


            2. All Confidential Information furnished by the Company to a Ramius
Party will be kept confidential by all Ramius Parties and shall not, without the
prior  written  consent of the Company,  be disclosed by any Ramius Party in any
manner  whatsoever,  in whole or in part,  and shall  not be used by any  Ramius
Party  other than as  necessary  for the purpose of  evaluating  the Company and
actions proposed to be taken by the Company and the Ramius Group's investment in
the  Company.   Moreover,  each  Ramius  Party  shall  reveal  the  Confidential
Information  only to other  Ramius  Parties  that need to know the  Confidential
Information for such purpose,  who are informed by the revealing Ramius Party of
the  confidential  nature of the  Confidential  Information  and who agree to be
bound by the terms and  conditions  of this  Agreement.  No Ramius  Party shall,
without  the  prior  written  consent  of  the  Company,  disclose  any  of  the
Confidential Information to its shareholders, members, other security holders or
affiliates,  or any of them,  that are not Ramius  Parties.  Each  member of the
Ramius Group shall cause its Ramius  Affiliates  to comply with this  Agreement.
Each member of the Ramius Group shall be jointly and severally  responsible  for
any breach of this Agreement by any Ramius Party.  "RAMIUS AFFILIATES" means the
directors,  officers,  managers,  agents,  representatives (including attorneys,
accountants  and financial  advisers) and employees of the Company of any member
of the Ramius Group;  and "RAMIUS  PARTIES" means the Ramius  Affiliates and the
members of the Ramius Group.




            3. No Ramius Party shall,  without the prior written  consent of the
Company,  disclose to any person the fact that the Confidential  Information has
been made available by the Company to a Ramius Party.  The term "person" as used
in this Agreement shall be broadly  interpreted to include,  without limitation,
the media and any individual, group, corporation, partnership, limited liability
company or other entity, including any government or agency thereof.


            4. All Confidential Information received by a Ramius Party hereunder
will be  returned  to the  Company  promptly  upon the  request of the  Company,
subject to any  documentation  retention  policies to which such Ramius Party is
subject as required by law or regulatory authority;  PROVIDED, however, that any
analyses,  compilations,  studies or other documents  prepared by a Ramius Party
based upon or relating to or  otherwise  constituting  Confidential  Information
shall be deemed to be Confidential Information and will be, at the option of the
Company, either destroyed or held by such Ramius Party and kept confidential and
subject to the terms of this Agreement,  subject to any documentation  retention
policies to which such Ramius Party is subject as required by law or  regulatory
authority.

            5. No Ramius Party will photocopy, reproduce or distribute to others
any Confidential  Information  received at any time,  except for distribution to
persons entitled to receive Confidential  Information hereunder for the purposes
contemplated hereby or with the prior written consent of the Company.

            6.  Notwithstanding  anything  to  the  contrary  contained  herein:
"Confidential  Information"  shall not include  information which: (a) is at the
time of disclosure or thereafter becomes generally available to the public other
than as a result of a disclosure by a Ramius Party; (b) was, prior to disclosure
by the Company, already in a Ramius Party's possession, provided that the source
of such  information  was, to such Ramius  Party's  knowledge  after  reasonable
inquiry,  not bound by a  confidentiality  agreement with or other  contractual,
legal or fiduciary  obligation  of  confidentiality  to the Company or a Company
Affiliate;  (c) becomes available to a Ramius Party on a  nonconfidential  basis
from a source (other than the Company or a Company  Affiliate)  that is, to such
Ramius   Party's   knowledge   after   reasonable   inquiry,   not  bound  by  a
confidentiality  agreement  with  or  other  contractual,   legal  or  fiduciary
obligation of confidentiality to the Company or a Company Affiliate, and is not,
to such Ramius Party's knowledge after reasonable  inquiry,  under an obligation
to the Company or a Company  Affiliate not to transmit the  information  to such
Ramius Party; or (d) was  independently  developed by a Ramius Party or a Ramius
Affiliate without reference to or use of the Confidential Information.  "COMPANY
AFFILIATES" means the directors,  officers,  agents,  representatives (including
attorneys, accountants and financial advisers) and employees of the Company.

            7. Each member of the Ramius  Group  acknowledges  that  neither the
Company nor any Company Affiliate makes any representation or warranty as to the
accuracy or completeness of the Confidential  Information furnished by it to any
Ramius  Party.  Neither the Company  nor any  Company  Affiliate  shall have any
liability  to  any  Ramius  Party  hereunder  resulting  from  the  use  of  the
Confidential Information by a Ramius Party.

            8. In the  event  that any  Ramius  Party or any  person to whom any
Ramius Party transmits  Confidential  Information  becomes  legally  required to
disclose any Confidential Information furnished to it, the Ramius Group will, to
the extent legally  permissible,  provide the Company with prompt notice thereof
so that the Company may, if available, promptly seek a protective order or other
appropriate   remedy  and/or  waive  compliance  with  the  provisions  of  this
Agreement.  In the  event  that  such  protective  order or other  remedy is not
obtained,  or  the  Company  waives  compliance  with  the  provisions  of  this
Agreement,  the Ramius Party (or the person to whom the Ramius Party transmitted
such Confidential  Information) may, without liability hereunder,  disclose only


                                       2


that portion of the Confidential  Information  furnished  hereunder which, based
upon the advice of counsel of such  Ramius  Party,  the  disclosure  of which is
legally  required  and will  exercise  its  reasonable  best efforts to obtain a
protective order or other reliable assurance that confidential treatment will be
accorded the Confidential Information.

            9. Each  member of the Ramius  Group  acknowledges  and agrees  that
irreparable  injury to the  Company  would  occur in the event any Ramius  Party
obligations  under this  Agreement  were not  performed in  accordance  with the
specific  terms of this  Agreement or a Ramius  Party  otherwise  breached  this
Agreement and that such injury would not be adequately  compensable  in damages.
It is  accordingly  agreed by each  member of the Ramius  Group that the Company
shall be entitled to specific enforcement of (without the necessity of posting a
bond or other security or proving  actual  damages),  and  injunctive  relief to
prevent any  violation  of  (without  the  necessity  of posting a bond or other
security or proving actual  damages),  the terms of this Agreement by any Ramius
Party and that no Ramius Party will take any action, directly or indirectly,  in
opposition  to the Company  seeking  such  relief on the grounds  that any other
remedy or relief is available  at law or in equity.  This Section 9 shall not in
any way affect a Party's right to exercise its rights at law. Each member of the
Ramius  Group,  jointly  and  severally,  shall  reimburse,  indemnify  and hold
harmless  the Company and the Company  Affiliates  against any and all costs and
liabilities  arising from the breach of any  provision of this  Agreement by any
Ramius Party.

            10. The terms,  conditions and  provisions of this  Agreement  shall
apply only with respect to Confidential  Information  received by a Ramius Party
prior to the earlier of (i) the election of the Ramius  Nominees to the Board or
(ii) the conclusion of the Company's 2007 Annual Meeting.

            11. Each member of the Ramius Group hereby irrevocably  appoints RCG
Starboard  Advisors,  LLC as such member's  attorney-in-fact  and representative
(the "RAMIUS  REPRESENTATIVE"),  in such member's place and stead, to do any and
all  things  and to  execute  any  and all  agreements,  instruments  and  other
documents and any amendments,  modifications  and waivers thereto and hereto and
to give and receive any and all notices or  instructions in connection with this
Agreement  and the  transactions  contemplated  hereby.  The  Company  shall  be
entitled to rely, as being binding on each member of the Ramius Group,  upon any
action  taken  by the  Ramius  Representative  or  upon  any  document,  notice,
instruction  or other  writing  given or executed by the Ramius  Representative.
Each member of the Ramius  Group  acknowledges  and agrees that each  agreement,
covenant or other  obligation of the Ramius Group  hereunder shall be binding on
such member of the Ramius Group.

            12. Each member of the Ramius Group  acknowledges and agrees that it
is aware of the restrictions imposed by the United States securities laws on the
purchase or sale of securities by any person who has received material nonpublic
information  from the issuer of  securities,  and on the  communication  of such
information  to any other  person when it is  reasonably  foreseeable  that such
other person is likely to purchase or sell such securities in reliance upon such
information.

            13. This Agreement  shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to its conflict of law
rules.

            14. This  Agreement  constitutes  the entire  agreement  between the
Parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements understandings, both written and oral, among the Parties with respect
to the subject matter  hereof.  No  modifications  of this Agreement can be made
except in writing signed by an authorized  representative of each of the Company
and each member of the Ramius Group.


                                       3


            15. If at any time  subsequent to the date hereof,  any provision of
this  Agreement  shall be held by any  court  of  competent  jurisdiction  to be
illegal, void or unenforceable,  such provision shall be of no force and effect,
but the illegality or  unenforceability  of such provision  shall have no effect
upon the legality or enforceability of any other provision of this Agreement.

            16. This  Agreement  and any  amendments  hereto may be executed and
delivered in one or more  counterparts,  and by the different  parties hereto in
separate  counterparts,  each of which  when  executed  shall be deemed to be an
original,  but all of which taken  together  shall  constitute  one and the same
agreement, and shall become effective when counterparts have been signed by each
party hereto and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart.  In the event that any signature
to this Agreement or any amendment hereto is delivered by facsimile transmission
or by e-mail  delivery of a ".pdf" format data file, such signature shall create
a valid and binding  obligation of the party  executing (or on whose behalf such
signature  is executed)  with the same force and effect as if such  facsimile or
".pdf" signature page were an original thereof. At the request of any party each
other party shall promptly  re-execute an original form of this Agreement or any
amendment  hereto and deliver the same to the other party. No party hereto shall
raise the use of a facsimile  machine or e-mail delivery of a ".pdf" format data
file to deliver a signature  to this  Agreement or any  amendment  hereto or the
fact that such signature was  transmitted or  communicated  through the use of a
facsimile  machine or e-mail  delivery of a ".pdf" format data file as a defense
to the formation or enforceability of a contract,  and each party hereto forever
waives any such defense.This Agreement embodies the entire agreement between the
Parties  and  supersedes  any and all prior or  contemporaneous  oral or written
agreements,  arrangements and understandings concerning the matters provided for
herein.

            17.  Any  notices,  consents,   determinations,   waivers  or  other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon
receipt,  when delivered  personally;  (ii) upon receipt, when sent by facsimile
(provided   confirmation  of  transmission  is  mechanically  or  electronically
generated and kept on file by the sending party);  or (iii) one (1) Business Day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:

            If to the Company:

            Kensey Nash Corporation
            735 Pennsylvania Drive
            Exton, Pennsylvania 19341
            Attention: Joseph Kaufman
            Facsimile: 484-713-2901

            With a copy to:

            Katten Muchin Rosenman LLP
            525 W. Monroe Street
            Chicago, Illinois 60661-3693
            Attention: David Shevitz, Esq. and Mark D. Wood, Esq.
            Facsimile: 312-902-1061

      If to the Ramius Group or any member of the Ramius Group:


                                       4


            Ramius Capital Group, L.L.C.
            666 Third Avenue, 26th Floor
            New York, New York 10017
            Attention: Jeffrey Smith
            Facsimile: 212-201-4802

            With a copy to:

            Olshan Grundman Frome Rosenzweig & Wolosky LLP
            Park Avenue Tower
            65 East 55th Street
            New York, New York  10022
            Attention:  Steven Wolosky, Esq.
            Facsimile:  (212) 451-2222


            18. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective  successors and assigns.  No Party shall assign
this Agreement or any rights or obligations  hereunder without,  with respect to
any member of the Ramius Group,  the prior written  consent of the Company,  and
with  respect  to  the  Company,   the  prior  written  consent  of  the  Ramius
Representative.


            19. The  language  used in this  Agreement  will be deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict  construction  will be  applied  against  any party.  Unless the  context
otherwise requires,  (a) all references to Sections or Schedules are to Sections
or  Schedules  contained  in or  attached  to this  Agreement,  (b) words in the
singular or plural include the singular and plural and pronouns stated in either
the  masculine,  the  feminine or neuter  gender  shall  include the  masculine,
feminine and neuter,  and (c) the use of the word  "including" in this Agreement
shall be by way of example rather than limitation.


             [ THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK ]


                                       5


      IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as of
the day and year first above written.

                                       KENSEY NASH CORPORATION

                                       By: /s/ Joseph W. Kaufmann
                                          --------------------------------------
                                           Name:  Joseph W. Kaufmann
                                           Title: Chief Executive Officer,
                                                  President, Secretary


PARCHE, LLC                               RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,          By: Ramius Capital Group, L.L.C.,
    its managing member                       its sole member

STARBOARD VALUE AND OPPORTUNITY MASTER    RAMIUS CAPITAL GROUP, L.L.C.
FUND LTD.                                 By: C4S & Co., L.L.C.,
By: RCG Starboard Advisors, LLC,              as managing member
    its investment manager
                                          C4S & CO., L.L.C.


                      By: /s/ Jeffrey M. Solomon
                          ---------------------------------
                          Name:  Jeffrey M. Solomon
                          Title: Authorized Signatory


                                           /s/ Peter A. Feld
                                           -------------------------------------
                                           PETER A. FELD


/s/ Jeffrey C. Smith
- -------------------------------------
JEFFREY C. SMITH
Individually and as attorney-in-fact
for Ceasar Anquillare


                                       6


 By: Starboard Value and Opportunity Master Fund Ltd.

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory

 By: Parche, LLC

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory

 By: RCG Enterprise, Ltd

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory

 By: RCG Starboard Advisors, LLC

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory

 By: Ramius Capital Group, L.L.C.

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory

 By: C4S & CO., L.L.C.

       By: /s/ Jeffrey M. Solomon
          ----------------------------------------
          Name:  Jeffrey M. Solomon
          Title: Authorized Signatory


                                       7


                                   SCHEDULE A

                                THE RAMIUS GROUP

                              Parche, LLC

                              Starboard Value and
                              Opportunity Master Fund
                              Ltd.

                              RGC Starboard Advisors,
                              LLC

                              Ramius Capital Group,
                              L.L.C.

                              C4S & CO., LLC

                              RCG Enterprise, Ltd

                              Ceasar Anquillare

                              Peter A. Feld

                              Jeffrey C. Smith


                                       8

-----END PRIVACY-ENHANCED MESSAGE-----