-----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, UxeoB9tC7k1JpQjbYTTRvtqucNfwhNSQ6a4SnrTiGcKH9FbQJy3LGTfdBAgv1NQE WdPf5kDbdCSsnblVLLB9mw== 0000921895-08-000244.txt : 20080128 0000921895-08-000244.hdr.sgml : 20080128 20080128170229 ACCESSION NUMBER: 0000921895-08-000244 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080128 DATE AS OF CHANGE: 20080128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Community Newspapers Inc. CENTRAL INDEX KEY: 0001321544 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 202521288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80857 FILM NUMBER: 08554839 BUSINESS ADDRESS: STREET 1: 14875 LANDMARK BLVD. STREET 2: SUITE 110 CITY: ADDISON STATE: TX ZIP: 75254 BUSINESS PHONE: 972-628-4080 MAIL ADDRESS: STREET 1: 14875 LANDMARK BLVD. STREET 2: SUITE 110 CITY: ADDISON STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: Courtside Acquisition Corp DATE OF NAME CHANGE: 20050323 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 13G 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 13G 1 sc13g0629701182008.htm sc13g0629701182008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  )1
 

American Community Newspapers Inc.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
02520T103
 (CUSIP Number)
 
January 18, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
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 the disclosures provided in a prior cover page.
 
      The information required in 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. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
909,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
909,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
909,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
2

CUSIP NO. 02520T103
 
1
NAME OF REPORTING PERSON
 
RCG PB, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
10,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
10,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
3

CUSIP NO. 02520T103
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
10,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
10,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
OO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
4

CUSIP NO. 02520T103
 
1
NAME OF REPORTING PERSON
 
Ramius Capital Group, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
IA, OO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
5

CUSIP NO. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
OO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
6

CUSIP NO. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
7

CUSIP NO. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
8

CUSIP NO. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
9

CUSIP NO. 02520T103
 
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
919,500 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
919,500 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
919,500 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain warrants.
 
10

CUSIP NO. 02520T103
 
Item 1(a).                Name of Issuer:

American Community Newspapers Inc. (the “Company”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

14875 Landmark Boulevard, Suite 110
Addison, TX 75254

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship
 
RCG Enterprise, Ltd (“RCG Enterprise”)
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center, West Bay Road
Grand Cayman
Cayman Islands, British West Indies

RCG PB, Ltd (“RCG PB”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius Capital Group, L.L.C
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Ramius Capital Group, L.L.C. (“Ramius Capital”)
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States


11

CUSIP NO. 02520T103
 
                            Morgan B. Stark (“Mr. Stark”)
                            c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States
 
Item 2(d).
 
Title of Class of Securities:
 
           
   
Common Stock, par value $0.0001 per share (the “Common Stock”)
 
           
Item 2(e).
 
CUSIP Number:
     
           
   
02520T103
     
           
Item 3.
 
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
       
   
/X/
Not Applicable.
       
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
12

CUSIP NO. 02520T103

 
       
Item 4.
 
Ownership
       
 
(a)
Amount beneficially owned:
       
   
As of the date hereof, (i) RCG Enterprise beneficially owns 909,500 shares of Common Stock currently issuable upon the exercise of certain warrants, and (ii)  RCG PB beneficially owns 10,000 shares of Common Stock currently issuable upon the exercise of certain warrants.
       
   
Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the 10,000 shares of Common Stock beneficially owned by RCG PB.
       
   
Ramius Capital, as the investment manager of RCG Enterprise and sole member of Ramius Advisors, may be deemed to beneficially own the 919,500 shares of Common Stock beneficially owned in the aggregate by RCG Enterprise and RCG PB.
       
   
C4S, as the managing member of Ramius Capital, may be deemed to beneficially own the 919,500 shares of Common Stock beneficially owned in the aggregate by RCG Enterprise and RCG PB.
       
   
Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed to beneficially own the 919,500 shares of Common Stock beneficially owned in the aggregate by RCG Enterprise and RCG PB.
       
   
RCG Enterprise maintains an open short position of 51,880 shares of Common Stock, which position is not netted against the data provided herein as to the number of shares beneficially owned by the Reporting Persons.
       
   
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  Each of Ramius Advisors, Ramius Capital, C4S, Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the Common Stock beneficially owned by RCG Enterprise and RCG PB and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.
       
 
(b)
Percent of class:
       
   
5.9%
 
       
   
Based on 14,623,445 shares outstanding as of November 14, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2007.  As of the date hereof, (i) RCG PB and Ramius Advisors may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock and (ii) each of RCG Enterprise, Ramius Capital, C4S, and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 5.9% of the outstanding shares of Common Stock.
       
 
(c)
Number of shares as to which such person has:
 
 
13

CUSIP NO. 02520T103

 
       
       
 
(i)
Sole power to vote or to direct the vote
       
   
See Cover Pages Items 5-9.
       
 
(ii)
Shared power to vote or to direct the vote
       
   
See Cover Pages Items 5-9.
       
 
(iii)
Sole power to dispose or to direct the disposition of
       
   
See Cover Pages Items 5-9.
       
 
(iv)
Shared power to dispose or to direct the disposition of
       
   
See Cover Pages Items 5-9.
       
Item 5.
 
Ownership of Five Percent or Less of a Class.
       
   
Not applicable.
       
Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
       
   
Not applicable.
       
Item 7.
 
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
       
   
Not Applicable.
       
Item 8.
 
Identification and Classification of Members of the Group.
       
   
See Exhibit A.
       
Item 9.
 
Notice of Dissolution of Group.
       
   
Not Applicable.
     
 Item 10.   Certifications.
     
    By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
 
Exhibits:

Exhibit 99.1: Joint Filing Agreement, dated as of January 28, 2008, by and among RCG Enterprise, RCG PB, Ramius Advisors, Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon.

Exhibit 99.2: Power of Attorney for Messrs. Cohen, Stark, Strauss and Solomon dated August 16, 2007.
 
 
14

CUSIP NO. 02520T103
 
SIGNATURE

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: January 28, 2008
 

RCG ENTERPRISE, LTD
By: Ramius Capital Group, L.L.C.,
       its investment manager
 
RCG PB, LTD
By: Ramius Advisors, LLC
       its investment advisor
 
 
RAMIUS ADVISORS, LLC
By: Ramius Capital Group, L.L.C.,
       its sole member
 
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
   
JEFFREY M. SOLOMON
   
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
     




15


EX-99.1 2 ex991tosc13g0629701182008.htm JOINT FILING AGREEMENT ex991tosc13g0629701182008.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G dated January 28, 2008 with respect to the shares of Common Stock of American Community Newspapers Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
Dated: January 28, 2008
 
 
RCG ENTERPRISE, LTD
By: Ramius Capital Group, L.L.C.,
       its investment manager
 
RCG PB, LTD
By: Ramius Advisors, LLC
       its investment advisor
 
 
RAMIUS ADVISORS, LLC
By: Ramius Capital Group, L.L.C.,
       its sole member
 
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
   
JEFFREY M. SOLOMON
   
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
     


EX-99.2 3 ex992tosc13g0629701182008.htm POWER OF ATTORNEY ex992tosc13g0629701182008.htm

Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
 
Date: August 16, 2007
 
 
/s/ Peter A. Cohen
 
Peter A. Cohen


 
/s/ Morgan B. Stark
 
Morgan B. Stark


 
/s/ Jeffrey M. Solomon
 
Jeffrey M. Solomon


 
/s/ Thomas W. Strauss
 
Thomas W. Strauss
-----END PRIVACY-ENHANCED MESSAGE-----