sc13da2506297038_02052010.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. 25)1

CPI CORP.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.40 PER SHARE

(Title of Class of Securities)

125-902106

(CUSIP Number)

MARK MITCHELL

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7988

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 5, 2010

(Date of Event Which Requires Filing of This Statement)

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

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

_______________

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

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

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON Ramius Enterprise 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 75,081
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 75,081
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON Ramius Navigation 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 166,749
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 166,749
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,749
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON Ramius Multi-Strategy 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 66,762
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 66,762
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,762
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON Ramius 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 205,639
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 205,639
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,639
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

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	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 251,432
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 251,432
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,432
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

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	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 393,275
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 393,275
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 393,275
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 125-902106

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 205,639
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 205,639
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,639
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 125-902106

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 598,914
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 598,914
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON Cowen Group, Inc.
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 598,914
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 598,914
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 125-902106

1	NAME OF REPORTING PERSON RCG Holdings 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 598,914
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 598,914
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 125-902106

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 598,914
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 598,914
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 125-902106

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 598,914
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 598,914
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 125-902106

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 598,914
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 598,914
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 125-902106

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 598,914
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 598,914
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 125-902106

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 598,914
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 598,914
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,914
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 125-902106

The following constitutes Amendment No. 25 (“Amendment No. 25”) to the Schedule 13D filed by the undersigned. This Amendment No. 25 amends the Schedule 13D as specifically set forth.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase cost of the 598,914 Shares beneficially owned in the aggregate by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB is approximately $16,222,000, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 7,008,490 Shares outstanding, as of December 21, 2009, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 7, 2010.

A. Value and Opportunity Master Fund

(a)

As of the close of business on February 8, 2010, Value and Opportunity Master Fund beneficially owned 205,639 Shares.

Percentage: Approximately 2.9%

(b)

1. Sole power to vote or direct vote: 205,639

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 205,639

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

(c)

The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 24 are set forth in Schedule A and are incorporated by reference.

B. Navigation Master Fund

(a)

As of the close of business on February 8, 2010, Navigation Master Fund beneficially owned 166,749 Shares.

Percentage: Approximately 2.4%

(b)

1. Sole power to vote or direct vote: 166,749

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 166,749

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

CUSIP No. 125-902106

(c)

The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 24 are set forth in Schedule A and are incorporated by reference.

C. RCG PB

(a)

As of the close of business on February 8, 2010, RCG PB directly owned 84,683 Shares. As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 166,749 Shares owned by Navigation Master Fund.

Percentage: Approximately 3.6%

(b)

1. Sole power to vote or direct vote: 251,432

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 251,432

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

(c)

The transactions in the Shares by RCG PB since the filing of Amendment No. 24 are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Navigation Master Fund are set forth in Schedule A and are incorporated by reference.

D.	Multi-Strategy Master Fund

(a)

As of the close of business on February 8, 2010, Multi-Strategy Master Fund beneficially owned 66,762 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 66,762

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 66,762

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

(c)

The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 24 are set forth in Schedule A and are incorporated by reference.

E.	Enterprise Master Fund

(a)

As of the close of business on February 8, 2010, Enterprise Master Fund beneficially owned 75,081 Shares.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 75,081

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 75,081

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

(c)

The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 24 are set forth in Schedule A and are incorporated by reference.

CUSIP No. 125-902106

F.	RCG Starboard Advisors

(a)

As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of 205,639 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 2.9%

(b)

1. Sole power to vote or direct vote: 205,639

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 205,639

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 Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.

G.	Ramius Advisors

(a)

As the investment advisor of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 66,762 Shares owned by Multi-Strategy Master Fund, (ii) 166,749 Shares owned by Navigation Master Fund, (iii) 84,683 Shares owned directly by RCG PB. and (iv) 75,081 Shares owned by Enterprise Master Fund.

Percentage: Approximately 5.6%

(b)

1. Sole power to vote or direct vote: 393,275

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 393,275

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

(c)

Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

Ramius

(a)

As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 205,639 Shares owned by Value and Opportunity Master Fund, (ii) 66,762 Shares owned by Multi-Strategy Master Fund, (iii) 166,749 Shares owned by Navigation Master Fund, (iv) 84,683 Shares owned directly by RCG PB and (v) 75,081 Shares owned by Enterprise Master Fund.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 598,914

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 598,914

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

CUSIP No. 125-902106

(c)

Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

I. Cowen

(a)

As the sole member of Ramius, Cowen may be deemed the beneficial owner of the (i) 205,639 Shares owned by Value and Opportunity Master Fund, (ii) 66,762 Shares owned by Multi-Strategy Master Fund, (iii) 166,749 Shares owned by Navigation Master Fund, (iv) 84,683 Shares owned directly by RCG PB and (v) 75,081 Shares owned by Enterprise Master Fund.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 598,914

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 598,914

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

(c)

Cowen did not enter into any transactions in the Shares since the filing of Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

J. RCG Holdings

(a)

As a significant shareholder of Cowen, RCG Holdings may be deemed the beneficial owner of the (i) 205,639 Shares owned by Value and Opportunity Master Fund, (ii) 66,762 Shares owned by Multi-Strategy Master Fund, (iii) 166,749 Shares owned by Navigation Master Fund, (iv) 84,683 Shares owned directly by RCG PB and (v) 75,081 Shares owned by Enterprise Master Fund.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 598,914

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 598,914

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

(c)

RCG Holdings did not enter into any transactions in the Shares since the filing of Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

CUSIP No. 125-902106

C4S

(a)

As the managing member of RCG Holdings, C4S may be deemed the beneficial owner of (i) 205,639 Shares owned by Value and Opportunity Master Fund, (ii) 66,762 Shares owned by Multi-Strategy Master Fund, (iii) 166,749 Shares owned by Navigation Master Fund, (iv) 84,683 Shares owned directly by RCG PB and (v) 75,081 Shares owned by Enterprise Master Fund.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 598,914

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 598,914

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. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

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

(a)

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) 205,639 Shares owned by Value and Opportunity Master Fund, (ii) 66,762 Shares owned by Multi-Strategy Master Fund, (iii) 166,749 Shares owned by Navigation Master Fund, (iv) 84,683 Shares owned directly by RCG PB and (v) 75,081 Shares owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 598,914

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

4. Shared power to dispose or direct the disposition: 598,914

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 24. The transactions in the Shares since the filing of Amendment No. 24 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e) Not applicable.

CUSIP No. 125-902106

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2010

RCG PB, LTD		RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:	Ramius Advisors, LLC,	By:	RGC Starboard Advisors, LLC,
	its investment advisor		its investment manager

RAMIUS MULTI-STRATEGY MASTER FUND LTD		RAMIUS ENTERPRISE MASTER FUND LTD
By:	Ramius Advisors, LLC,	By:	Ramius Advisors, LLC,
	its investment advisor		its investment advisor

RAMIUS ADVISORS, LLC		RCG STARBOARD ADVISORS, LLC
By:	Ramius LLC,	By:	Ramius LLC,
	its sole member		its sole member

RCG HOLDINGS LLC		RAMIUS LLC
By:	C4S & CO., L.L.C.	By:	Cowen Group, Inc.
	its managing member		its sole member

RAMIUS NAVIGATION MASTER FUND LTD		COWEN GROUP, INC.
By:	Ramius Advisors, LLC,
	its investment advisor	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

The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.

CUSIP No. 125-902106

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 24 to the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share ($)

Date of

Purchase/ Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(378)	14.4255	01/21/10
(59)	14.0124	01/25/10
(1,684)	14.1071	01/28/10
(4,263)	13.4267	01/29/10
(3,365)	13.0606	02/01/10
(5,906)	12.6577	02/02/10
(2,861)	13.0095	02/03/10
(4,307)	12.7155	02/04/10
(1,786)	12.9057	02/05/10
(4,544)	12.9354	02/08/10

RAMIUS MULTI-STRATEGY MASTER FUND LTD

(122)	14.4255	01/21/10
(19)	14.0124	01/25/10
(546)	14.1071	01/28/10
(1,384)	13.4267	01/29/10
(1,092)	13.0606	02/01/10
(1,917)	12.6577	02/02/10
(929)	13.0095	02/03/10
(1,398)	12.7155	02/04/10
(580)	12.9057	02/05/10
(1,476)	12.9354	02/08/10

RAMIUS ENTERPRISE MASTER FUND LTD

(138)	14.4255	01/21/10
(21)	14.0124	01/25/10
(615)	14.1071	01/28/10
(1,557)	13.4267	01/29/10
(1,229)	13.0606	02/01/10
(2,156)	12.6577	02/02/10
(1,045)	13.0095	02/03/10
(1,572)	12.7155	02/04/10
(652)	12.9057	02/05/10
(1,659)	12.9354	02/08/10

CUSIP No. 125-902106

RAMIUS NAVIGATION MASTER FUND LTD

(311)		14.4255	01/21/10
(151)		14.4255	01/21/10
(48)		14.0124	01/25/10
(23)		14.0124	01/25/10
(1,386)		14.1071	01/28/10
(673)		14.1071	01/28/10
(3,510)		13.4267	01/29/10
(1,703)		13.4267	01/29/10
(2,770)		13.0606	02/01/10
(1,344)		13.0606	02/01/10
(92,672)	*	12.6400	02/01/10
(2,430)		12.6577	02/02/10
(2,359)		12.6577	02/02/10
(1,177)		13.0095	02/03/10
(1,143)		13.0095	02/03/10
(1,772)		12.7155	02/04/10
(1,721)		12.7155	02/04/10
(734)		12.9057	02/05/10
(713)		12.9057	02/05/10
(1,869)		12.9354	02/08/10
(1,815)		12.9354	02/08/10

RCG PB, LTD

92,672	**	12.6400	02/01/10
(2,432)		12.6577	02/02/10
(1,178)		13.0095	02/03/10
(1,773)		12.7155	02/04/10
(735)		12.9057	02/05/10
(1,871)		12.9354	02/08/10

_______________

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

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