sc13da1006297053_02252010.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. 10)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)

February 25, 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
 
762,418
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
762,418
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
762,418
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
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
 
192,326
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
192,326
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
192,326
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
 
204,003
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
204,003
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
204,003
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
 
792,068
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
792,068
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
792,068
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4%
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
 
984,394
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
984,394
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
984,394
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
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
 
762,418
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
762,418
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
762,418
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
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
 
1,746,812
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,746,812
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,746,812
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,746,812
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,746,812
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,746,812
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,746,812
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,746,812
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
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
 
1,746,812
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,746,812
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,746,812
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
14
TYPE OF REPORTING PERSON
 
IN

15
CUSIP NO. 00847J105
 
The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”).  This Amendment No. 10 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 1,746,812 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $14,176,000, 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 March 1, 2010, Value and Opportunity Master Fund beneficially owned 762,418 Shares.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote: 762,418
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 762,418
 
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. 9 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 March 1, 2010, Navigation Master Fund beneficially owned 204,003 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 204,003
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 204,003
 
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. 9 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 March 1, 2010, Enterprise Master Fund beneficially owned 192,326 Shares.
 
 
Percentage:  Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote:  192,326
 
2.  Shared power to vote or direct vote:  0
 
3.  Sole power to dispose or direct the disposition:  192,326
 
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. 9 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 March 1, 2010, RCG PB directly owned 588,065 Shares.  As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 204,003 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 3.4%
 
 
(b)
1.  Sole power to vote or direct vote: 792,068
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 792,068
 
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. 9 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. 9 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 762,418 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 3.3%
 
 
(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
 
17
CUSIP NO. 00847J105
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D.  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, RCG PB and Navigation Master Fund, may be deemed the beneficial owner of the (i) 192,326 Shares owned by Enterprise Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund and (iii) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 4.3%.
 
 
(b)
1. Sole power to vote or direct vote: 984,394
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 984,394
 
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. 9 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. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 7.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,746,812
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,746,812
 
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. 9 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 7.6%
 
18
CUSIP NO. 00847J105
 
 
(b)
1. Sole power to vote or direct vote: 1,746,812
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,746,812
 
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. 9 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 7.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,746,812
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,746,812
 
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. 9 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 7.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,746,812
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,746,812
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 9 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) 762,418 Shares owned by Value and Opportunity Master Fund, (ii) 204,003 Shares owned by Navigation Master Fund, (iii) 192,326 Shares owned by Enterprise Master Fund and (iv) 588,065 Shares directly owned by RCG PB.
 
Percentage: Approximately 7.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,746,812
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,746,812
 
 
(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. 9 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 9 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.

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:  March 2, 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
  

21
CUSIP NO. 00847J105
 
SCHEDULE A
 

Transactions in the Shares Since the Filing of Amendment No. 9 to the Schedule 13D

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

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(1,804)
  
9.4500
1/22/2010
(2,648)
  
9.1629
1/25/2010
(686)
  
9.0535
1/26/2010
(733)
  
9.0036
1/27/2010
(8,729)
  
9.3040
2/3/2010
(4,052)
  
9.0850
2/4/2010
(11,901)
  
9.1805
2/8/2010
(8,729)
  
9.1488
2/9/2010
(8,729)
  
9.0608
2/10/2010
(8,729)
  
9.2596
2/11/2010
(698)
  
9.5400
2/11/2010
(8,729)
  
9.3317
2/12/2010
(8,729)
  
9.5991
2/16/2010
(8,729)
  
9.7899
2/17/2010
(2,662)
  
9.8378
2/18/2010
(5,019)
  
9.8579
2/22/2010
(8,467)
  
9.8477
2/23/2010
(916)
  
10.5757
2/24/2010
(87)
  
10.6050
2/24/2010
(13,095)
  
11.1491
2/25/2010
(6,895)
  
11.1774
2/26/2010
(6,198)
  
11.1078
3/1/2010

RCG PB, LTD

681,471*
  
10.0105
2/1/2010
(6,733)
  
9.3040
2/3/2010
(3,125)
  
9.0850
2/4/2010
(9,179)
  
9.1805
2/8/2010
(6,733)
  
9.1488
2/9/2010
(6,733)
  
9.0608
2/10/2010
(6,733)
  
9.2596
2/11/2010
(539)
  
9.5400
2/11/2010
(6,733)
  
9.3317
2/12/2010
(6,733)
  
9.5991
2/16/2010
(6,733)
  
9.7899
2/17/2010
 
* Shares were acquired from Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.
 
CUSIP NO. 00847J105
 
(2,054)
  
9.8378
2/18/2010
(3,872)
  
9.8579
2/22/2010
(6,531)
  
9.8477
2/23/2010
(707)
  
10.5757
2/24/2010
(67)
  
10.6050
2/24/2010
(10,100)
  
11.1491
2/25/2010
(5,320)
  
11.1774
2/26/2010
(4,781)
  
11.1078
3/1/2010

RAMIUS ENTERPRISE MASTER FUND LTD

(455)
  
9.4500
1/22/2010
(668)
  
9.1629
1/25/2010
(173)
  
9.0535
1/26/2010
(185)
  
9.0036
1/27/2010
(2,202)
  
9.3040
2/3/2010
(1,022)
  
9.0850
2/4/2010
(3,002)
  
9.1805
2/8/2010
(2,202)
  
9.1488
2/9/2010
(2,202)
  
9.0608
2/10/2010
(2,202)
  
9.2596
2/11/2010
(176)
  
9.5400
2/11/2010
(2,202)
  
9.3317
2/12/2010
(2,202)
  
9.5991
2/16/2010
(2,202)
  
9.7899
2/17/2010
(672)
  
9.8378
2/18/2010
(1,266)
  
9.8579
2/22/2010
(2,136)
  
9.8477
2/23/2010
(232)
  
10.5757
2/24/2010
(23)
  
10.6050
2/24/2010
(3,300)
  
11.1491
2/25/2010
(1,739)
  
11.1774
2/26/2010
(1,563)
  
11.1078
3/1/2010

RAMIUS NAVIGATION MASTER FUND LTD

(1,875)
  
9.4500
1/22/2010
(2,750)
  
9.1629
1/25/2010
(713)
  
9.0535
1/26/2010
(761)
  
9.0036
1/27/2010
(681,471)**
  
8.4000
2/1/2010
(2,336)
  
9.3040
2/3/2010
(1,084)
  
9.0850
2/4/2010
(3,184)
  
9.1805
2/8/2010

 
CUSIP NO. 00847J105
 
(2,336)
  
9.1488
2/9/2010
(2,336)
  
9.0608
2/10/2010
(2,336)
  
9.2596
2/11/2010
(187)
  
9.5400
2/11/2010
(2,336)
  
9.3317
2/12/2010
(2,336)
  
9.5991
2/16/2010
(2,336)
  
9.7899
2/17/2010
(712)
  
9.8378
2/18/2010
(1,343)
  
9.8579
2/22/2010
(2,266)
  
9.8477
2/23/2010
(245)
  
10.5757
2/24/2010
(23)
  
10.6050
2/24/2010
(3,505)
  
11.1491
2/25/2010
(1,846)
  
11.1774
2/26/2010
(1,658)
  
11.1078
3/1/2010