-----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, Vt6AGCLgFPfCo0+F28z7LXx2O1L8GEj0wGHCbwr2xogoJJvnjtv3KbiF9M3XQj3s VQxiEaA5cooLQIdnkAUu5Q== 0000921895-08-001278.txt : 20080429 0000921895-08-001278.hdr.sgml : 20080429 20080429172827 ACCESSION NUMBER: 0000921895-08-001278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080429 DATE AS OF CHANGE: 20080429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: I MANY INC CENTRAL INDEX KEY: 0001104017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 010524931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59353 FILM NUMBER: 08787070 BUSINESS ADDRESS: STREET 1: 537 CONGRESS STREET STREET 2: 5TH FLOOR CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2077743244 MAIL ADDRESS: STREET 1: 537 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04101 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 sc13da1006297002_04292008.htm sc13da1006297002_04292008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 10)1

I-MANY, INC.
(Name of Issuer)

Common Stock $.0001 par value
(Title of Class of Securities)

44973Q103
(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)

April 29, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       STARBOARD VALUE AND OPPORTUNITY FUND, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,683,698
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,683,698
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,683,698
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                       3.2%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       PORTSIDE GROWTH AND OPPORTUNITY FUND
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
768,879 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
768,879 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       768,879 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 1.5%
14
TYPE OF REPORTING PERSON
 
CO

(1) Consists of $2,936,500 original principal amount of senior convertible notes convertible into 768,879 shares of Common Stock within 60 days of the date hereof.
 
3

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       STARBOARD VALUE AND OPPORTUNITY MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
3,372,618 (1)
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
3,372,618 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       3,372,618 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
CO

(1) Includes $2,466,440 original principal amount of senior convertible notes convertible into 645,858 shares of Common Stock within 60 days of the date hereof.
 
4

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
642,403 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
642,403 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
642,403 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

(1) Includes $469,840 original principal amount of senior convertible notes convertible into 123,021 shares of Common Stock within 60 days of the date hereof.
 
5

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       RCG AMBROSE MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,841,324
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,841,324
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,841,324
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
CO

6

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       RCG HALIFAX FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
478,101
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
478,101
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
478,101
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       RCG ENTERPRISE, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                       WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                       Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,460,099 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,460,099 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,460,099 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                       2.8%
14
TYPE OF REPORTING PERSON
 
                       OO

(1) Includes $469,840 original principal amount of senior convertible notes convertible into 123,021 shares of Common Stock within 60 days of the date hereof.
 
8

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,015,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,015,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,015,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
14
TYPE OF REPORTING PERSON
 
OO

(1) Includes $2,936,500 aggregate principal amount of senior convertible notes convertible into 768,879 shares of Common Stock within 60 days of the date hereof.
 
9

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
14
TYPE OF REPORTING PERSON
 
IA, OO

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.
 
10

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
14
TYPE OF REPORTING PERSON
 
OO

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.
 
11

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
14
TYPE OF REPORTING PERSON
 
IN

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.

12

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                       MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    16.6%
14
TYPE OF REPORTING PERSON
 
IN

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.

13

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                      JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
14
TYPE OF REPORTING PERSON
 
IN

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.

14

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                      THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,921,021 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,921,021 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,921,021 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
14
TYPE OF REPORTING PERSON
 
IN

(1) Includes $5,873,000 aggregate principal amount of senior convertible notes convertible into 1,537,758 shares of Common Stock within 60 days of the date hereof.

15

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                      MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
136,383 (1) **
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
136,383 (1) **
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
136,383 (1) **
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%**
14
TYPE OF REPORTING PERSON
 
IN
 
(1) Includes 66,668 options that are exercisable into shares of Common Stock within 60 days of the date hereof.

** See Item 5.

16

CUSIP NO. 44973Q103
 
1
NAME OF REPORTING PERSON
 
                      ARTHUR ROSEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
13,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
13,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

17

CUSIP NO. 44973Q103
 
The following constitutes Amendment No. 10 (“Amendment No. 10”) to the Schedule 13D filed by the undersigned.  This Amendment No. 10 amends the Schedule 13D as specifically set forth.
 
Item 2 is hereby amended to add the following:
 
As of the date hereof, Mr. Rosen is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 10. The remaining Reporting Persons 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.
 
As a result of a reorganization of certain of the Reporting Persons and their affilates, the shares of Common Stock beneficially owned by Ramius Securities were transferred to RCG Enterprise, its affiliate. As of the date hereof, Ramius Securities no longer beneficially owns any shares of Common Stock and, as such, is no longer a Reporting Person.
 
Since the filing of Amendment No. 9 Ramius Capital Group, L.L.C. has changed its name to Ramius LLC (“Ramius”).
 
The address of the principal office of each of Parche, Starboard, RCG Starboard Advisors, Ramius, C4S and Messrs. Cohen, Stark, Strauss, Solomon and Mitchell is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of RCG Ambrose, Portside, RCG Halifax, RCG Enterprise and Starboard Master is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies.  The executive officers and directors of each of RCG Ambrose, Portside, RCG Halifax, RCG Enterprise and Starboard Master and their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
 
No Reporting Person, or any person listed on Schedule A 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 A 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.
 
The first paragraph of Item 3 is hereby amended and restated as follows:
 
The shares of Common Stock beneficially owned by Starboard, Starboard Master, Parche, RCG Ambrose, RCG Halifax and RCG Enterprise were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase cost of the 7,383,263 shares of Common Stock beneficially owned by Starboard, Starboard Master, Parche, RCG Ambrose, RCG Halifax and RCG Enterprise is approximately $12,541,828, excluding brokerage commissions.  In addition, pursuant to the SPA, Portside, Starboard Master and Parche paid the Issuer $2,936,500, $2,466,660 and $469,840 respectively, to acquire senior convertible notes (the “Notes”) convertible into an aggregate of 1,527,758 shares of Common Stock within 60 days of the date hereof at a conversion price of $3.8192 per share of Common Stock (subject to adjustment).  Funds for the purchase of the Notes reported herein held by Portside, Starboard Master and Parche were derived from general working capital.  A total of approximately $5,873,000 was paid to acquire the Notes reported herein.
 
 
18

CUSIP NO. 44973Q103
 
Item 5 is hereby amended and restated as follows:
 
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 52,467,006 shares of Common Stock outstanding as of April 2, 2008, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2008.
 
A.
Starboard
 
 
(a)
As of the date of this filing, Starboard beneficially owns 1,683,698 shares of Common Stock.
 
Percentage: Approximately 3.2%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 1,683,698
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 1,683,698
 
 
(c)
Starboard did not enter into any transactions in the Common Stock during the past 60 days.
 
B.
Starboard Master
 
 
(a)
As of the date of this filing, Starboard Master (i) beneficially owns 1,043,062 shares of Common Stock, (ii) may be deemed to beneficially own an additional 645,858 shares of Common Stock upon the conversion of the outstanding principle of the Notes held by it and (iii) as the sole owner of Starboard, may be deemed to beneficially own the 1,683,698 shares of Common Stock beneficially owned by Starboard.
 
Percentage: 6.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 3,372,618
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 3,372,618
 
 
(c)
Starboard Master did not enter into any transactions in the Common Stock during the past 60 days.
 
 
19

CUSIP NO. 44973Q103
 
C.
Parche
 
 
(a)
As of the date of this filing, Parche beneficially owns 519,382 shares of Common Stock and may be deemed to beneficially own an additional 123,021 shares of Common Stock upon the conversion of the outstanding principle of the Notes held by it.
 
Percentage: 1.2%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 642,403
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 642,403
 
 
(c)
Parche did not enter into any transactions in the Common Stock during the past 60 days.
 
D.
Portside
 
 
(a)
As of the date of this filing, Portside may be deemed to beneficially own 768,879 shares of Common Stock upon the conversion of the outstanding principle of the Notes held by it.
 
Percentage: Approximately 1.5%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 768,879
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 768,879
 
 
(c)
Portside did not enter into any transactions in the Common Stock during the past 60 days.
 
E.
RCG Enterprise
 
 
(a)
As of the date of this filing RCG Enterprise may be deemed to beneficially own 817,696 shares of Common Stock.  In addition, as the sole non-managing member of Parche and owner of all economic interests therein, RCG Enterprise may be deemed to beneficially own the 642,403 shares of Common Stock beneficially owned by Parche.
 
Percentage: 2.8%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 1,460,099
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 1,460,099
 
 
20

CUSIP NO. 44973Q103
 
 
(c)
RCG Enterprise did not enter into any transactions in the Common Stock during the past 60 days.
 
F.
RCG Ambrose
 
 
(a)
As of the date of this filing, RCG Ambrose beneficially owns 2,841,324 shares of Common Stock.
 
Percentage: Approximately 5.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 2,841,324
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 2,841,324
 
 
(c)
RCG Ambrose did not enter into any transactions in the Common Stock during the past 60 days.
 
G.
RCG Halifax
 
 
(a)
As of the date of this filing, RCG Halifax beneficially owns 478,101 shares of Common Stock.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 478,101
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 478,101
 
 
(c)
RCG Halifax did not enter into any transactions in the Common Stock during the past 60 days.
 
F.
RCG Starboard Advisors
 
 
(a)
As of the date of this filing, as the managing member of Starboard and of Parche, and as investment manager of Starboard Master, RCG Starboard Advisors may be deemed the beneficial owner of the (i) 1,683,698 shares of Common Stock beneficially owned by Starboard, (ii) 3,372,618 shares of Common Stock beneficially owned by Starboard Master and (iii) 642,403 shares of Common Stock beneficially owned by Parche.
 
Percentage: Approximately 7.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 4,015,021
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 4,015,021
 
 
21

CUSIP NO. 44973Q103
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Common Stock during the past 60 days.
 
G.
Ramius
 
 
(a)
As of the date of this filing, as the sole member of RCG Starboard Advisors, as the investment advisor of each of Portside, RCG Halifax and RCG Ambrose and as the investment manager of RCG Enterprise, Ramius may be deemed the beneficial owner of the (i) 1,683,698 shares of Common Stock beneficially owned by Starboard, (ii) 3,372,618 shares of Common Stock beneficially owned by Starboard Master, (iii) 642,403 shares of Common Stock beneficially owned by Parche, (iv) 768,879 shares of Common Stock beneficially owned by Portside, (v) 2,841,324 shares of Common Stock beneficially owned by RCG Ambrose, (vi) 478,101 shares of Common Stock beneficially owned by RCG Halifax and (vii) 1,460,099 shares of Common Stock beneficially owned by RCG Enterprise.
 
Percentage: Approximately 16.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 8,921,021
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 8,921,021
 
 
(c)
Ramius did not enter into any transactions in the Common Stock during the past 60 days.
 
H.
C4S
 
 
(a)
As of the date of this filing, as the managing member of Ramius, C4S may be deemed the beneficial owner of the (i) 1,683,698 shares of Common Stock beneficially owned by Starboard, (ii) 3,372,618 shares of Common Stock beneficially owned by Starboard Master, (iii) 642,403 shares of Common Stock beneficially owned by Parche, (iv) 768,879 shares of Common Stock beneficially owned by Portside, (v) 2,841,324 shares of Common Stock beneficially owned by RCG Ambrose, (vi) 478,101 shares of Common Stock beneficially owned by RCG Halifax and (vii) 1,460,099 shares of Common Stock beneficially owned by RCG Enterprise.
 
Percentage: Approximately 16.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 8,921,021
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 8,921,021
 
 
(c)
C4S did not enter into any transactions in the Common Stock in the past 60 days.
 
 
22

CUSIP NO. 44973Q103
 
I.
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 owners of the (i) 1,683,698 shares of Common Stock beneficially owned by Starboard, (ii) 3,372,618 shares of Common Stock beneficially owned by Starboard Master, (iii) 642,403 shares of Common Stock beneficially owned by Parche, (iv) 768,879 shares of Common Stock beneficially owned by Portside, (v) 2,841,324 shares of Common Stock beneficially owned by RCG Ambrose, (vi) 478,101 shares of Common Stock beneficially owned by RCG Halifax and (vii) 81,460,009 shares of Common Stock beneficially owned by RCG Enterprises.
 
Percentage: Approximately 16.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 8,921,021
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 8,921,021
 
 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon entered into any transactions in the Common Stock in the past 60 days.
 
J.
Mr. Mitchell
 
 
(a)
As of the date of this filing, Mr. Mitchell may be deemed the beneficial owner of (i) 69,715 shares of Common Stock and (ii) 66,668 options that are exercisable into shares of Common Stock within 60 days of the date hereof.  In addition, Mr. Mitchell, 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 8,921,021 shares of Common Stock beneficially owned by the other members of the group.  Mr. Mitchell disclaims beneficial ownership of such shares of Common Stock.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 136,383
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 136,383
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Mr. Mitchell did not enter into any transactions in the Common Stock during the past 60 days.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
 
(e)
Not applicable
 
 
 
23

CUSIP NO. 44973Q103
 
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:   April 29, 2008

PARCHE, LLC
By: RCG Starboard Advisors, LLC,
       its managing member
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY FUND LLC
By: RGC Starboard Advisors, LLC, its
       managing member
 
PORTSIDE GROWTH AND OPPORTUNITY FUND
By: Ramius LLC, its
       investment advisor
 
RCG AMBROSE MASTER FUND, LTD.
By: Ramius LLC, its
       investment advisor
 
RCG HALIFAX FUND, LTD.
By: Ramius LLC, its
       investment advisor
 
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 

 
24

CUSIP NO. 44973Q103

/s/ Jeffrey M. Solomon
 
/s/ Mark R. Mitchell
JEFFREY M. SOLOMON
 
MARK R. MITCHELL
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
     
     
/s/ Arthur Rosen
   
ARTHUR ROSEN
   


25

CUSIP NO. 44973Q103
 
 
 

SCHEDULE A

Directors and Officers of RCG Enterprise, Ltd
 
Name and Position
Principal Occupation
Principal Business Address
     
Morgan B. Stark
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Marran Ogilvie
Director
General Counsel of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies

 
26

CUSIP NO. 44973Q103

Directors and Officers of Portside Growth and Opportunity Fund
 
Name and Position
Principal Occupation
Principal Business Address
     
Jeffrey M. Solomon
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC.
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Jeffrey C. Smith
Director
Partner of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies

 
27

CUSIP NO. 44973Q103

 
Directors and Officers of  Starboard Value and Opportunity Master Fund Ltd.
 
Name and Position
Principal Occupation
Principal Business Address
     
Jeffrey M. Solomon
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC.
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Mark R. Mitchell
Director
Partner of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies

 
28

CUSIP NO. 44973Q103
 
Directors and Officers of RCG Ambrose Master Fund, Ltd.
 
Name and Position
Principal Occupation
Principal Business Address
     
Mark R. Mitchell
Director
Partner of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Jeffrey C. Smith
Director
Partner of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
 

 
29

CUSIP NO. 44973Q103
 
Directors and Officers of RCG Halifax Fund, Ltd.
 
Name and Position
Principal Occupation
Principal Business Address
     
Jeffrey M. Solomon
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC.
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Jeffrey C. Smith
Director
Partner of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies

 

30

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