SC 13D/A

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. 12)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)

April 26, 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 524,110
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 524,110
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 524,110
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
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 132,236
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 132,236
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,236
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 140,425
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 140,425
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,425
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

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 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 544,665
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 544,665
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,665
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

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 676,901
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 676,901
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 676,901
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

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 524,110
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 524,110
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 524,110
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
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 1,201,011
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,201,011
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,201,011
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,201,011
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,201,011
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,201,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,201,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,201,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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 1,201,011
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,201,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

15

CUSIP NO. 00847J105

The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”).  This Amendment No. 12 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 Value and Opportunity Master Fund, Navigation Master Fund, RCG PB 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 1,201,011 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $9,792,000, 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 23,096,119 Shares outstanding, as of January 29, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 8, 2010.

A. Value and Opportunity Master Fund

(a) As of the close of business on April 27, 2010, Value and Opportunity Master Fund beneficially owned 524,110 Shares.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 524,110

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 524,110

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. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

B. Navigation Master Fund

(a) As of the close of business on April 27, 2010, Navigation Master Fund beneficially owned 140,425 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 140,425

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 140,425

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

16

CUSIP NO. 00847J105

(c) The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

C. Enterprise Master Fund

(a) As of the close of business on April 27, 2010, Enterprise Master Fund beneficially owned 132,236 Shares.

Percentage:  Less than 1%

(b) 1.  Sole power to vote or direct vote:  132,236

2.  Shared power to vote or direct vote:  0

3.  Sole power to dispose or direct the disposition:  132,236

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. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

D. RCG PB

(a) As of the close of business on April 27, 2010, RCG PB directly owned 404,240 Shares.  As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 140,425 Shares owned by Navigation Master Fund.

Percentage: Approximately 2.4%

(b) 1.  Sole power to vote or direct vote: 544,665

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 544,665

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. 11 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D 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 524,110 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 524,110

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 524,110

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

17

CUSIP NO. 00847J105

(c) RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.  The transactions in the Shares on behalf of Value and Opportunity Master Fund since the filing of Amendment No. 11 to the Schedule 13D 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, RCG PB and Navigation Master Fund, may be deemed the beneficial owner of the (i) 132,236 Shares owned by Enterprise Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund and (iii) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 2.9%.

(b) 1. Sole power to vote or direct vote: 676,901

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 676,901

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. 11 to the Schedule 13D.  The transactions in the Shares on behalf of Enterprise Master Fund, RCG PB and Navigation Master Fund since the filing of Amendment No. 11 to the Schedule 13D 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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 1,201,011

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,201,011

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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB 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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 5.2%

18

CUSIP NO. 00847J105

(b) 1. Sole power to vote or direct vote: 1,201,011

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,201,011

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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB 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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 1,201,011

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,201,011

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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB 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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,201,011

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

4. Shared power to dispose or direct the disposition: 1,201,011

(c) C4S did not enter into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

19

CUSIP NO. 00847J105

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) 524,110 Shares owned by Value and Opportunity Master Fund, (ii) 140,425 Shares owned by Navigation Master Fund, (iii) 132,236 Shares owned by Enterprise Master Fund and (iv) 404,240 Shares directly owned by RCG PB.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,201,011

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

4. Shared power to dispose or direct the disposition: 1,201,011

(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. 11 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D on behalf of Value and Opportunity 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.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010.

20

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:  April 28, 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/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman

OWEN S. LITTMAN

As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

21

CUSIP NO. 00847J105

SCHEDULE A

Transactions in the Shares Since the filing of Amendment No. 11 to the Schedule 13D

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

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(3,425)	11.5230	03/24/2010
(4,169)	11.6500	03/25/2010
(6,373)	11.1889	03/29/2010
(5,720)	11.2680	03/30/2010
(6,820)	11.4906	03/31/2010
(3,360)	11.1275	04/01/2010
(5,717)	11.5069	04/05/2010
(2,836)	11.7327	04/06/2010
(6,633)	11.5914	04/07/2010
(7,506)	11.3414	04/08/2010
(3,753)	11.4173	04/09/2010
(3,142)	11.4126	04/12/2010
(3,666)	11.2616	04/13/2010
(7,503)	11.4580	04/14/2010
(8,422)	11.5664	04/15/2010
(9,391)	11.4505	04/16/2010
(6,672)	11.2283	04/19/2010
(2,487)	11.4351	04/20/2010
(1,746)	11.7426	04/23/2010
(10,212)	11.7842	04/26/2010
(17,456)	11.8196	04/27/2010

RCG PB, LTD

(2,642)	11.5230	03/24/2010
(3,216)	11.6500	03/25/2010
(4,915)	11.1889	03/29/2010
(4,420)	11.2680	03/30/2010
(5,270)	11.4906	03/31/2010
(2,592)	11.1275	04/01/2010
(4,409)	11.5069	04/05/2010
(2,188)	11.7327	04/06/2010
(5,116)	11.5914	04/07/2010
(5,789)	11.3414	04/08/2010
(2,895)	11.4173	04/09/2010
(2,423)	11.4126	04/12/2010
(2,827)	11.2616	04/13/2010
(5,787)	11.4580	04/14/2010
(6,496)	11.5664	04/15/2010
(7,243)	11.4505	04/16/2010
(5,145)	11.2283	04/19/2010
(1,919)	11.4351	04/20/2010
(1,346)	11.7426	04/23/2010
(7,876)	11.7842	04/26/2010
(13,464)	11.8196	04/27/2010

CUSIP NO. 00847J105

RAMIUS ENTERPRISE MASTER FUND LTD

(864)	11.5230	03/24/2010
(1,052)	11.6500	03/25/2010
(1,607)	11.1889	03/29/2010
(1,430)	11.2680	03/30/2010
(1,705)	11.4906	03/31/2010
(848)	11.1275	04/01/2010
(1,442)	11.5069	04/05/2010
(716)	11.7327	04/06/2010
(1,674)	11.5914	04/07/2010
(1,894)	11.3414	04/08/2010
(947)	11.4173	04/09/2010
(793)	11.4126	04/12/2010
(925)	11.2616	04/13/2010
(1,893)	11.4580	04/14/2010
(2,125)	11.5664	04/15/2010
(2,369)	11.4505	04/16/2010
(1,683)	11.2283	04/19/2010
(628)	11.4351	04/20/2010
(440)	11.7426	04/23/2010
(2,576)	11.7842	04/26/2010
(4,404)	11.8196	04/27/2010

RAMIUS NAVIGATION MASTER FUND LTD

(916)	11.5230	03/24/2010
(1,116)	11.6500	03/25/2010
(1,705)	11.1889	03/29/2010
(1,430)	11.2680	03/30/2010
(1,705)	11.4906	03/31/2010
(900)	11.1275	04/01/2010
(1,532)	11.5069	04/05/2010
(760)	11.7327	04/06/2010
(1,777)	11.5914	04/07/2010
(2,011)	11.3414	04/08/2010
(1,005)	11.4173	04/09/2010
(842)	11.4126	04/12/2010
(982)	11.2616	04/13/2010
(2,010)	11.4580	04/14/2010
(2,257)	11.5664	04/15/2010
(2,516)	11.4505	04/16/2010
(1,788)	11.2283	04/19/2010
(666)	11.4351	04/20/2010
(468)	11.7426	04/23/2010
(2,736)	11.7842	04/26/2010
(4,677)	11.8196	04/27/2010

EX-99.1

Exhibit 99.1

POWER OF ATTORNEY

The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jeffrey C. Smith, J. Kevin McCarthy and Owen S. Littman, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by C4S & Co., L.L.C., RCG Holdings LLC, Cowen Group, Inc., Ramius LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.  The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jeffrey C. Smith, J. Kevin McCarthy and Owen S. Littman, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

Date: April 26, 2010

/s/ Peter A. Cohen

Peter A. Cohen

/s/ Morgan B. Stark

Morgan B. Stark

/s/ Jeffrey M. Solomon

Jeffrey M. Solomon

/s/ Thomas W. Strauss

Thomas W. Strauss