-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9wflk8kPlpyeoy8p6GwonzWnpDtZuQzBW1b3kpf/IFy1eHiHdNvkmpS7zm2mSwl fmS4lavcBzozY7A+q+zMwQ== 0001193805-09-002125.txt : 20091103 0001193805-09-002125.hdr.sgml : 20091103 20091103182023 ACCESSION NUMBER: 0001193805-09-002125 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091029 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155796 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRAUSS THOMAS W CENTRAL INDEX KEY: 0001043935 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155793 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155792 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000832767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042685985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 915 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: (408) 570-1000 MAIL ADDRESS: STREET 1: 915 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG HOLDINGS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155795 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS LLC DATE OF NAME CHANGE: 20080617 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C4S & CO LLC CENTRAL INDEX KEY: 0001267474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155797 BUSINESS ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARK MORGAN B CENTRAL INDEX KEY: 0001267535 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155794 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155791 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (646) 562-1000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155798 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 3 1 e606002_ex.xml X0203 3 2009-10-29 0 0000832767 PHOENIX TECHNOLOGIES LTD PTEC 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001267535 STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001466538 COWEN GROUP, INC. C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001050154 RCG HOLDINGS LLC C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK NY 0 0 1 0 Common Stock, $0.001 par value 481339 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.001 par value 1720316 I By Ramius Value & Opportunity Master Common Stock, $0.001 par value 1348572 I By RCG PB, Ltd Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the majority shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. (Continued from previous footnote). As the managing members of C4S & Co., L.L.C. (C4S), each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the investment manager of Value and Opportunity Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. (Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2009-11-03 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2009-11-03 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2009-11-03 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2009-11-03 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2009-11-03 By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory 2009-11-03 EX-24 2 ex241a06297cohstastrsol.htm sec document 

                                                                    Exhibit 24.1


                                POWER OF ATTORNEY


The  undersigned  hereby appoints Peter A. Cohen,  Morgan B. Stark,  Thomas W.
Strauss,  Jeffrey M. Solomon, Marran H. Ogilvie and Owen S. Littman, or any of
them,  his true and lawful  attorney-in  fact and agent to execute for, and on
behalf of, the  undersigned  all Forms 3, 4 and 5 required  to be filed  under
Section 16(a) of the Securities  Exchange Act of 1934 and the rules thereunder
as a result of the undersigned's  beneficial ownership of, or participation in
a group with respect to, securities directly or indirectly  beneficially owned
by Ramius Capital Group,  L.L.C. or any of its  affiliates,  and granting unto
said  attorney-in-fact  and agent full power and  authority  to do and perform
each and  every  act and thing  which he might or could do in  person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent  may
lawfully do or cause to be done by virtue  hereof.  The  authority of Peter A.
Cohen,  Morgan B. Stark,  Thomas W.  Strauss,  Jeffrey M.  Solomon,  Marran H.
Ogilvie  and Owen S.  Littman,  or any of them,  under this Power of  Attorney
shall remain in full force and effect until  revoked by the  undersigned  in a
signed writing delivered to the foregoing attorneys-in-fact.

Date: August 16, 2007


                                       /s/ Peter A. Cohen
                                       ---------------------------------------
                                       Peter A. Cohen


                                       /s/ Morgan B. Stark
                                       ---------------------------------------
                                       Morgan B. Stark


                                       /s/ Jeffrey M. Solomon
                                       ---------------------------------------
                                       Jeffrey M. Solomon


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