SC 13D/A 1 sc13da906297053_01222010.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D sc13da906297053_01222010.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. 9)1

Agilysys, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

00847J105
(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)

January 22, 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. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
889,382
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
889,382
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
889,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
CO

2
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
224,352
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
224,352
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
224,352
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

3
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
923,978
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
923,978
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
923,978
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
CO

4
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
923,978
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
923,978
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
923,978
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
CO

5
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
1,148,330
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,148,330
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,148,330
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
14
TYPE OF REPORTING PERSON
 
OO

6
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
889,382
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
889,382
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
889,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
OO

7
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,037,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
OO

8
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,037,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
CO

9
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,037,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
OO

10
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,037,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
OO

11
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,037,712
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
IN

12
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,037,712
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
IN

13
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,037,712
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
IN

14
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,037,712
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,037,712
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,037,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
IN

15
CUSIP NO. 00847J105
 
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”).  This Amendment No. 9 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.
 
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), who is the sole shareholder of Navigation Master Fund;
 
 
(v)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund and Navigation Master Fund;
 
 
(vi)
RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
 
 
(vii)
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;
 
 
(viii)
Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;
 
 
(ix)
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen;
 
 
(x)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;
 
 
(xi)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(xii)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(xiii)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xiv)
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
 
16
CUSIP NO. 00847J105
 
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.  The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.  The officers and directors of Navigation Master Fund and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2.  The officers and directors of RCG PB and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2.  The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule F and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund, RCG PB and Navigation Master Fund is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Each of Enterprise Master Fund and Navigation Master Fund has been formed for the purpose of making equity and debt investments.  RCG PB is the sole shareholder of Navigation Master Fund.  The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the investment advisor of Navigation Master Fund and Enterprise Master Fund.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of Ramius.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
 
(d)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D, Schedule E or Schedule F, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D, Schedule E or Schedule F, each 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.
 
(f)           Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.
 
17
CUSIP NO. 00847J105
 
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 Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund 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, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 2,037,712 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund is approximately $16,728,000, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended and restated to read as follows:
 
The Reporting Persons have reviewed the proxy materials filed by the Issuer and MAK Capital Fund LP (“MAK”), respectively, in connection with the special meeting of shareholders scheduled to be held on February 18, 2010 (the “Special Meeting”) to consider and vote on whether to authorize MAK and Paloma International L.P. (“Paloma”) to increase their aggregate ownership to 20% or more, but not to exceed one-third, of the Issuer’s outstanding shares (the “Proposed Control Share Acquisition”).  The Reporting Persons have also reviewed certain other materials in connection with the Proposed Control Share Acquisition, including but not limited to the Voting Trust Agreement by and among MAK, Paloma and Computershare Trust Company, N.A.  The Reporting Persons intend to vote against the Proposed Control Share Acquisition at the Special Meeting because the Reporting Persons believe that (i) the Proposed Control Share Acquisition is not in the best interests of the Issuer’s shareholders and (ii) that this potential level of ownership by MAK and Paloma would provide the firms with disproportional influence and control over the Issuer’s Board of Directors and corporate policy without proper protections under the Voting Trust Agreement.
 
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 23,096,119 Shares outstanding, as of January 15, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 21, 2010.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the close of business on January 21, 2010, Value and Opportunity Master Fund beneficially owned 889,382 Shares.
 
Percentage: Approximately 3.9%
 
 
(b)
1. Sole power to vote or direct vote: 889,382
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 889,382
 
4. Shared power to dispose or direct the disposition: 0
 
18
CUSIP NO. 00847J105
 
 
(c)
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on January 21, 2010, Navigation Master Fund beneficially owned 923,978 Shares.
 
Percentage: Approximately 4.0%
 
 
(b)
1. Sole power to vote or direct vote: 923,978
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 923,978
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
C.
Enterprise Master Fund
 
 
(a)
As of the close of business on January 21, 2010, Enterprise Master Fund beneficially owned 224,352 Shares.
 
 
Percentage:  Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote:  224,352
 
2.  Shared power to vote or direct vote:  0
 
3.  Sole power to dispose or direct the disposition:  224,352
 
4.  Shared power to dispose or direct the disposition:  0

 
(c)
The transactions in the Shares by Enterprise Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
D.
RCG PB
 
 
(a)
RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of 923,978 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 4.0%
 
 
(b)
1.  Sole power to vote or direct vote: 923,978
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 923,978
 
4.  Shared power to dispose or direct the disposition: 0
 
19
CUSIP NO. 00847J105
 
 
(c)
On January 1, 2010, RCG PB transferred all of the Shares held by it to Navigation Master Fund in an exempt transaction.  Additional transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule A and are incorporated by reference.  The transactions in the Shares during the past 60 days on behalf of Navigation Master Fund are set forth in Schedule A and are incorporated by reference.
 
E.
RCG Starboard Advisors
 
 
(a)
RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 889,382 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 3.9%
 
 
(b)
1. Sole power to vote or direct vote: 989,812
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 989,812
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Value and Opportunity Master Fund are set forth on Schedule A and are incorporated by reference.
 
F.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of each of Enterprise Master Fund and Navigation Master Fund, may be deemed the beneficial owner of the (i) 224,352 Shares owned by Enterprise Master Fund and (ii) 923,978 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 5.0%.
 
 
(b)
1. Sole power to vote or direct vote: 1,148,330
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,148,330
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius Advisors did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Enterprise Master Fund and Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
G.
Ramius
 
 
(a)
Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 889,382 Shares owned by Value and Opportunity Master Fund, (ii) 923,978 Shares owned by Navigation Master Fund and (iii) 224,352 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
20
CUSIP NO. 00847J105
 
 
(b)
1. Sole power to vote or direct vote: 2,037,712
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,037,712
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
H.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 889,382 Shares owned by Value and Opportunity Master Fund, (ii) 923,978 Shares owned by Navigation Master Fund and (iii) 224,352 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
 
(b)
1. Sole power to vote or direct vote: 2,037,712
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,037,712
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Cowen did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
I.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 889,382 Shares owned by Value and Opportunity Master Fund, (ii) 923,978 Shares owned by Navigation Master Fund and (iii) 224,352 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
 
(b)
1. Sole power to vote or direct vote: 2,037,712
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,037,712
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Holdings did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
J.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 889,382 Shares owned by Value and Opportunity Master Fund, (ii) 923,978 Shares owned by Navigation Master Fund and (iii) 224,352 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
21
CUSIP NO. 00847J105
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,037,712
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,037,712
 
 
(c)
C4S did not enter into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
K.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 889,382 Shares owned by Value and Opportunity Master Fund, (ii) 923,978 Shares owned by Navigation Master Fund and (iii) 224,352 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,037,712
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,037,712
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund 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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On January 22, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
22
CUSIP NO. 00847J105
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Enterprise Master Fund Ltd, RCG PB, Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated January 22, 2010.
 
23
CUSIP NO. 00847J105

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:  January 22, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:  RCG Starboard Advisors, LLC,
its investment manager
 
RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RCG STARBOARD ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its 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
  

24
CUSIP NO. 00847J105

SCHEDULE A
 

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/ Sale
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(2,313)
  
9.0471
12/2/2009
(87)
  
9.0100
12/3/2009
(6,119)
  
9.0056
12/3/2009
(87)
  
9.0000
12/4/2009
(4,878)
  
9.0119
12/4/2009
(499)
  
9.0207
12/7/2009
(2,133)
  
9.0026
12/7/2009
(44)
  
9.0000
12/8/2009
(73)
  
9.0030
12/8/2009
(6,680)
  
9.1939
12/9/2009
(15,583)
  
9.1981
12/9/2009
(262)
  
9.3000
12/10/2009
(10,650)
  
9.3126
12/10/2009
(2,488)
  
9.3216
12/11/2009
(4,295)
  
9.3090
12/11/2009
(3)
  
9.4000
12/14/2009
(4,116)
  
9.3523
12/14/2009
(87)
  
9.4000
12/15/2009
(4,288)
  
9.4047
12/15/2009
(1,528)
  
9.4289
12/16/2009
(7,201)
  
9.6918
12/16/2009
(4,365)
  
9.6097
12/17/2009
(4,365)
  
9.3246
12/18/2009
(4,365)
  
9.5419
12/21/2009
(4,365)
  
9.5258
12/22/2009
(2,499)
  
9.6201
12/23/2009
(759)
  
9.7092
12/24/2009
(3,679)
  
9.3977
12/28/2009
(1,790)
  
9.1223
12/29/2009
(829)
  
9.1926
1/14/2010
 
RCG PB, LTD

(2,403)
  
9.0471
12/2/2009
(91)
  
9.0100
12/3/2009
(6,357)
  
9.0056
12/3/2009
(91)
  
9.0000
12/4/2009
(5,068)
  
9.0119
12/4/2009
(518)
  
9.0207
12/7/2009
 
25
CUSIP NO. 00847J105
 
(2,216)
  
9.0026
12/7/2009
(46)
  
9.0000
12/8/2009
(76)
  
9.0030
12/8/2009
(6,939)
  
9.1939
12/9/2009
(16,190)
  
9.1981
12/9/2009
(272)
  
9.3000
12/10/2009
(11,064)
  
9.3126
12/10/2009
(2,584)
  
9.3216
12/11/2009
(4,462)
  
9.3090
12/11/2009
(2)
  
9.4000
12/14/2009
(4,276)
  
9.3523
12/14/2009
(91)
  
9.4000
12/15/2009
(4,454)
  
9.4047
12/15/2009
(1,587)
  
9.4289
12/16/2009
(7,482)
  
9.6918
12/16/2009
(4,534)
  
9.6097
12/17/2009
(4,534)
  
9.3246
12/18/2009
(4,534)
  
9.5419
12/21/2009
(4,534)
  
9.5258
12/22/2009
(2,596)
  
9.6201
12/23/2009
(789)
  
9.7092
12/24/2009
(3,825)
  
9.3977
12/28/2009
(1,859)
  
9.1223
12/29/2009
(3,000)*
  
9.1100
1/1/2010
(59,829)*
  
9.1100
1/1/2010
(646) *
  
9.1100
1/1/2010
(1,825) *
  
9.1100
1/1/2010
(1,429) *
  
9.1100
1/1/2010
(3,369) *
  
9.1100
1/1/2010
(1,400) *
  
9.1100
1/1/2010
(9,800) *
  
9.1100
1/1/2010
(48,790) *
  
9.1100
1/1/2010
(58,785) *
  
9.1100
1/1/2010
(292,667) *
  
9.1100
1/1/2010
(18,060) *
  
9.1100
1/1/2010
(3,888) *
  
9.1100
1/1/2010
(156,876) *
  
9.1100
1/1/2010
(36,409) *
  
9.1100
1/1/2010
(43,805) *
  
9.1100
1/1/2010
(114) *
  
9.1100
1/1/2010
(28,445) *
  
9.1100
1/1/2010
(9,128)*
  
9.1100
1/1/2010
(22,756) *
  
9.1100
1/1/2010
 
* Shares were transferred to Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.
 
26
CUSIP NO. 00847J105
 
(18,963) *
  
9.1100
1/1/2010
(18,963) *
  
9.1100
1/1/2010
(18,963) *
  
9.1100
1/1/2010
(9,482) *
  
9.1100
1/1/2010
(3,793) *
  
9.1100
1/1/2010
(5,461) *
  
9.1100
1/1/2010
(10,987) *
  
9.1100
1/1/2010
(8,603) *
  
9.1100
1/1/2010
(20,206) *
  
9.1100
1/1/2010
(8,398) *
  
9.1100
1/1/2010

RAMIUS ENTERPRISE MASTER FUND LTD

(584)
  
9.0471
12/2/2009
(22)
  
9.0100
12/3/2009
(1,543)
  
9.0056
12/3/2009
(22)
  
9.0000
12/4/2009
(1,230)
  
9.0119
12/4/2009
(126)
  
9.0207
12/7/2009
(538)
  
9.0026
12/7/2009
(11)
  
9.0000
12/8/2009
(18)
  
9.0030
12/8/2009
(1,685)
  
9.1939
12/9/2009
(3,931)
  
9.1981
12/9/2009
(66)
  
9.3000
12/10/2009
(2,686)
  
9.3126
12/10/2009
(628)
  
9.3216
12/11/2009
(1,083)
  
9.3090
12/11/2009
(1)
  
9.4000
12/14/2009
(1,038)
  
9.3523
12/14/2009
(22)
  
9.4000
12/15/2009
(1,082)
  
9.4047
12/15/2009
(385)
  
9.4289
12/16/2009
(1,817)
  
9.6918
12/16/2009
(1,101)
  
9.6097
12/17/2009
(1,101)
  
9.3246
12/18/2009
(1,101)
  
9.5419
12/21/2009
(1,101)
  
9.5258
12/22/2009
(630)
  
9.6201
12/23/2009
(192)
  
9.7092
12/24/2009
(931)
  
9.3977
12/28/2009
(451)
  
9.1223
12/29/2009
(209)
  
9.1926
1/14/2010
 
* Shares were transferred to Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.
27
CUSIP NO. 00847J105

RAMIUS NAVIGATION MASTER FUND LTD

3,000**
  
11.8993
1/1/2010
59,829**
  
13.0100
1/1/2010
646**
  
11.9228
1/1/2010
1,825**
  
11.9669
1/1/2010
1,429**
  
11.8143
1/1/2010
3,369**
  
10.152
1/1/2010
1,400**
  
9.5962
1/1/2010
9,800**
  
7.4313
1/1/2010
48,790**
  
6.9600
1/1/2010
58,785**
  
7.4313
1/1/2010
292,667**
  
6.9600
1/1/2010
18,060**
  
11.8993
1/1/2010
3,888**
  
11.9228
1/1/2010
156,876**
  
9.8121
1/1/2010
36,409**
  
10.1014
1/1/2010
43,805**
  
11.0465
1/1/2010
114**
  
10.9490
1/1/2010
28,445**
  
12.3136
1/1/2010
9,128**
  
12.2142
1/1/2010
22,756**
  
12.2027
1/1/2010
18,963**
  
12.0892
1/1/2010
18,963**
  
11.9308
1/1/2010
18,963**
  
11.8656
1/1/2010
9,482**
  
11.8254
1/1/2010
3,793**
  
11.4889
1/1/2010
5,461**
  
11.6329
1/1/2010
10,987**
  
11.9669
1/1/2010
8,603**
  
11.8143
1/1/2010
20,206**
  
10.1520
1/1/2010
8,398**
  
9.5962
1/1/2010
(862)
  
9.1926
1/14/2010
 
** Shares were acquired from RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction.
 
28
CUSIP NO. 00847J105
 
SCHEDULE B
 
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Jeffrey M. Solomon
Director
  
Chairman of the Investment Committee of Cowen Group, Inc.
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Mark R. Mitchell
Director
  
Partner Managing Director of Ramius LLC
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
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
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
CSS Corporation Ltd.
Secretary
  
Affiliate of the Administrator of the Fund
  
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
             
CSS Corporation Ltd.
Secretary
 		  
Affiliate of the Administrator of the Fund
  
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
  
Cayman Islands
 
29
CUSIP NO. 00847J105
 
SCHEDULE C
 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Morgan B. Stark
Director
  
Chief Executive Officer and President of Ramius LLC
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Marran Ogilvie
Director
  
Chief of Staff of Cowen Group, Inc.
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
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
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
CSS Corporation Ltd.
Secretary
  
Affiliate of the Administrator of the Fund
  
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands

30
CUSIP NO. 00847J105
 
SCHEDULE D
 
Directors and Officers of Ramius Navigation Master Fund Ltd
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Jeffrey C. Smith
Director
  
Partner Managing Director of Ramius LLC
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Marran Ogilvie
Director
  
Chief of Staff of Cowen Group, Inc.
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States

31
CUSIP NO. 00847J105
 
SCHEDULE E
 
Directors and Officers of RCG PB, Ltd
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Morgan B. Stark
Director
  
Chief Executive Officer and President of Ramius LLC
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Marran Ogilvie
Director
  
Chief of Staff of Cowen Group, Inc.
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
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
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
CSS Corporation Ltd.
Secretary
  
Affiliate of the Administrator of the Fund
  
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
  
Cayman Islands

32
CUSIP NO. 00847J105

SCHEDULE F
 
Directors and Officers of Cowen Group, Inc.
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
  
Chief Executive Officer of Cowen Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jules B. Kroll
Director
  
President of JEMKroll Group
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
David M. Malcolm
Director
  
President and Chief Executive Officer of Cowen and Company
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jerome S. Markowitz
Director
  
Senior Partner at Conifer Securities LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jack H. Nusbaum
Director
  
Chairman of Willkie Farr & Gallagher LLP
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
L. Thomas Richards, M.D.
Director
  
Physician, UCSF Medical Center
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Edoardo Spezzotti
Director
  
Senior Executive Vice President of Unicredit Group
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
Italy
             
John E. Toffolon, Jr.
Lead Director
  
Director, Westway Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Charles W.B. Wardell, III
Director
  
Senior Client Partner at Korn/Ferry
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
 
33
CUSIP NO. 00847J105
 
Christopher A. White
Chief Financial Officer
  
Chief Financial Officer of Cowen Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Joseph R. Wright
Director
  
Chief Executive Officer and Director of Scientific Games Corporation
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
 
34