SC 13D/A 1 sc13da1106297030_09242008.htm sc13da1106297030_09242008.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. 11)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)

September 24, 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. 490057106
 
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
 
225,017
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
225,017
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
225,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 490057106
 
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
 
1,181,328
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,181,328
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,181,328
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
CO

3

CUSIP NO. 490057106
 
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
 
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
 
225,017
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
225,017
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
225,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 490057106
 
1
NAME OF REPORTING PERSON
 
    RGC 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
 
1,460,345
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,460,345
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IA, OO

5

CUSIP NO. 490057106
 
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
 
1,460,345
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,460,345
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IA, OO

6

CUSIP NO. 490057106
 
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
 
1,460,345
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,460,345
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
OO

7

CUSIP NO. 490057106
 
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
 
1,460,345
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,460,345
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IN

8

CUSIP NO. 490057106
 
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
 
1,460,345
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,460,345
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IN

9

CUSIP NO. 490057106
 
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
 
1,460,345
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,460,345
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IN

10

CUSIP NO. 490057106
 
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
 
1,460,345
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,460,345
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,460,345
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IN

11

CUSIP NO. 490057106
 
1
NAME OF REPORTING PERSON
 
    JEFFREY C. SMITH
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
 
- 0 -
8
SHARED VOTING POWER
 
- 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

12

CUSIP NO. 490057106
 
The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by the undersigned.  This Amendment No. 11 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

Since the filing of Amendment No. 10:

(i)           Starboard has changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”); and

(ii)           RCG Enterprise has changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”).

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

The Shares purchased by Parche and Value and Opportunity Master Fund 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.  The aggregate purchase cost of the 1,460,345 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $35,823,899, excluding brokerage commissions.

Item 5 is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 11,886,218 Shares outstanding, as of August 31, 2008, 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 15, 2008.

A.
Parche
 
 
(a)
As of the date hereof, Parche beneficially owned 225,017 Shares.
 
Percentage: approximately 1.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 225,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 225,017
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Parche since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
Value and Opportunity Master Fund
 
 
(a)
As of the date hereof, Value and Opportunity Master Fund beneficially owned 1,181,328 Shares.
 
13

CUSIP NO. 490057106
 
Percentage: approximately 9.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,181,328
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,181,328
 
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. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
Enterprise Master Fund
 
 
(a)
Enterprise Master Fund, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 225,017 Shares beneficially owned by Parche.
 
Percentage: approximately 1.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 225,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 225,017
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Enterprise Master Fund did not enter into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.  The transactions in the Shares by Parche since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
 
D.
RCG Starboard Advisors
 
 
(a)
As managing member of Parche and the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 225,017 Shares owned by Parche and (ii) 1,181,328 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 12.3% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,460,345
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,460,345
 
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. 10 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
14

CUSIP NO. 490057106
 
E.
Ramius
 
 
(a)
As the sole member of RCG Starboard Advisors, Ramius may be deemed the beneficial owner of (i) 225,017 Shares owned by Parche and (ii) 1,181,328 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 12.3% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,460,345
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,460,345
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
F.
C4S
 
 
(a)
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 225,017 Shares owned by Parche and (ii) 1,181,328 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 12.3% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,460,345
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,460,345
 
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. 10 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
G.
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) 225,017 Shares owned by Parche and (ii) 1,181,328 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 12.3% as of the date hereof.
 
15

CUSIP NO. 490057106
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,460,345
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,460,345
 
 
(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. 10 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
H.
Mr. Smith does not directly own any Shares nor has he entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.  Mr. 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) 225,017 Shares owned by Parche and (ii) 1,181,328 Shares owned by Value and Opportunity Master Fund.  Mr. 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:
 
This Amendment No. 10 reports the sale of an aggregate of 207,895 Shares by the Reporting Persons pursuant to the Sales Plan Agreement.

As of the date hereof, the Reporting Persons have sold a total of 1,079,395 Shares pursuant to the Sales Plan Agreement.  Effective August 25, 2008, the Sales Plan Agreement was modified to decrease the aggregate number of Shares that may be sold pursuant to the Sales Plan Agreement from 1,915,798 to 1,799,483.  The trading instructions in connection with the Sales Plan Agreement were also modified.  Accordingly, the Reporting Persons may sell 720,088 Shares pursuant to the Sales Plan Agreement after the date hereof.  Shares sold pursuant to the Sales Plan Agreement may be sold in accordance with trading requirements adopted by the Reporting Persons and the Sales Plan Agreement may be terminated at any time by the Reporting Persons.
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Joint Filing Agreement by and among Value and Opportunity Master Fund Ltd, Parche, LLC, Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon and Jeffrey C. Smith, dated October 3, 2008. 
 
 
16

CUSIP NO. 490057106
 
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 3, 2008
 
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
       its managing member
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC,
       its investment manager
 
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS ENTERPRISE MASTER FUND 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



/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
   
 
17

CUSIP NO. 490057106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 10 to the Schedule 13D

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

PARCHE, LLC
 
2,352
 
35.8207
08/28/08
1,664
 
35.6943
08/29/08
2,944
 
35.9990
09/02/08
3,760
 
35.5450
09/03/08
6,687
 
35.1308
09/04/08
1,280
 
32.1057
09/23/08
1,440
 
31.4652
09/24/08
2,000
 
32.5018
09/25/08
1,920
 
32.3545
09/26/08
1,584
 
31.4178
09/29/08
2,272
 
31.2274
09/30/08
2,320
 
31.9544
10/01/08
544
 
32.2882
10/02/08
2,496
 
31.3081
10/03/08

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

12,348
 
35.8207
08/28/08
8,736
 
35.6943
08/29/08
15,456
 
35.9990
09/02/08
19,740
 
35.5450
09/03/08
35,108
 
35.1308
09/04/08
6,720
 
32.1057
09/23/08
7,560
 
31.4652
09/24/08
10,500
 
32.5018
09/25/08
10,080
 
32.3545
09/26/08
8,316
 
31.4178
09/29/08
11,928
 
31.2274
09/30/08
12,180
 
31.9544
10/01/08
2,856
 
32.2882
10/02/08
13,104
 
31.3081
10/03/08
 
 
18