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. )1
Extreme Networks,
Inc.
(Name of
Issuer)
Common Stock, $0.001 Par
Value
(Title of
Class of Securities)
30226D106
(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
Authorized
to Receive Notices and Communications)
March 12,
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. 30226D106
|
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
1,772,120
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,772,120
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,772,120
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
2
CUSIP
NO. 30226D106
|
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
751,912
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
751,912
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,912
|
||
|
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. 30226D106
|
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
2,134,808
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,134,808
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,134,808
|
||
|
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
|
||
4
CUSIP
NO. 30226D106
|
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
2,704,947
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,704,947
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,947
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
5
CUSIP
NO. 30226D106
|
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
3,456,859
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,456,859
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,859
|
||
|
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
|
||
6
CUSIP
NO. 30226D106
|
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
1,772,120
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,772,120
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,772,120
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
7
CUSIP
NO. 30226D106
|
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
5,228,979
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
5,228,979
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
8
CUSIP
NO. 30226D106
|
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
5,228,979
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
5,228,979
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
9
CUSIP
NO. 30226D106
|
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
5,228,979
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
5,228,979
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
10
CUSIP
NO. 30226D106
|
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
5,228,979
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
5,228,979
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
11
CUSIP
NO. 30226D106
|
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
5,228,979
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,228,979
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
12
CUSIP
NO. 30226D106
|
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
5,228,979
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,228,979
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
13
CUSIP
NO. 30226D106
|
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
5,228,979
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,228,979
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
14
CUSIP
NO. 30226D106
|
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
5,228,979
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,228,979
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,228,979
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
15
CUSIP
NO. 30226D106
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
|
Item
1.
|
Security and
Issuer
|
This
statement relates to the Common Stock, par value $0.001 per share (the
“Shares”), of Extreme Networks, Inc. (the “Issuer”). The address of
the principal executive offices of the Issuer is 3585 Monroe Street, Santa
Clara, California 95051.
|
Item
2.
|
Identity and
Background.
|
|
|
(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”), with respect to the
Shares directly and beneficially owned by it and as 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, Navigation
Master Fund and RCG PB;
|
|
|
(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;
|
16
CUSIP
NO. 30226D106
|
|
(xiii)
|
Thomas
W. Strauss, who serves as one of the managing members of
C4S;
|
|
|
(xiv)
|
Jeffrey
M. Solomon, who serves as one of the managing members of
C4S;
|
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, Enterprise Master Fund and RCG PB. 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.
17
CUSIP
NO. 30226D106
(f) Messrs.
Cohen, Stark, Strauss and Solomon are citizens of the United States of
America. The citizenships of the persons listed on Schedules B
through F are set forth thereon.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
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 5,228,979 Shares
beneficially owned in the aggregate by Value and Opportunity Master Fund,
Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately
$13,197,000, excluding brokerage commissions.
|
Item
4.
|
Purpose of
Transaction.
|
The
Reporting Persons originally purchased the Shares based on the Reporting
Persons’ belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of
Shares desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale
of Shares on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem
advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed herein. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to their investment in
the Issuer as they deem appropriate including, without limitation,
communications with management and the Board of the Issuer, engaging in
discussions with third parties about the Issuer and the Reporting Persons’
investment, making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, or
changing their intention with respect to any and all matters referred to in Item
4.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 89,525,333 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 3,
2010.
|
A.
|
Value
and Opportunity Master Fund
|
|
|
(a)
|
As
of the close of business on March 12, 2010, Value and Opportunity Master
Fund beneficially owned 1,772,120
Shares.
|
Percentage:
Approximately 2.0%
18
CUSIP
NO. 30226D106
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,772,120
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
1,772,120
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
The
transactions in the Shares by Value and Opportunity Master Fund in 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 March 12, 2010, Navigation Master Fund
beneficially owned 2,134,808
Shares.
|
Percentage:
Approximately 2.4%
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,134,808
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
2,134,808
|
|
|
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 March 12, 2010, Enterprise Master Fund
beneficially owned 751,912 Shares.
|
Percentage: Less
than 1%
|
|
(b)
|
1. Sole
power to vote or direct
vote: 751,912
|
|
|
2. Shared
power to vote or direct
vote: 0
|
|
|
3. Sole
power to dispose or direct the
disposition: 751,912
|
|
|
4. Shared
power to dispose or direct the
disposition: 0
|
|
|
(c)
|
The
transactions in the Shares by Enterprise Master Fund in the past 60 days
are set forth in Schedule A and are incorporated by
reference.
|
|
D.
|
RCG
PB
|
|
|
(a)
|
As
of the close of business on March 12, 2010, RCG PB directly owned 570,139
Shares. RCG PB, as the sole shareholder of Navigation Master
Fund, may be deemed the beneficial owner of the 2,134,808 Shares owned by
Navigation Master Fund.
|
Percentage:
Approximately 3.0%
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,704,947
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
2,704,947
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
19
CUSIP
NO. 30226D106
|
|
(c)
|
The
transactions in the Shares by RCG PB in the past 60 days are set forth in
Schedule A and are incorporated by reference. The transactions
in the Shares on behalf of Navigation Master Fund during the past 60 days
are set forth on Schedule A and 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 1,772,120 Shares
owned by Value and Opportunity Master
Fund.
|
Percentage:
Approximately 2.0%
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,772,120
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
1,772,120
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares on behalf of
Value and Opportunity Master Fund are set forth on Schedule A and
incorporated by reference.
|
|
F.
|
Ramius
Advisors
|
|
|
(a)
|
Ramius
Advisors, as the investment advisor of each of Enterprise Master Fund,
Navigation Master Fund and RCG PB, may be deemed the beneficial owner of
the (i) 751,912 Shares owned by Enterprise Master Fund (ii) 2,134,808
Shares owned by Navigation Master Fund and (iii) 570,139 Shares owned
directly by RCG PB.
|
Percentage:
Approximately 3.9%
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,456,859
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
3,456,859
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Ramius
Advisors did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares on behalf of Enterprise
Master Fund and RCG PB in the past 60 days and on behalf of Navigation
Master Fund during the past 60 days are set forth in Schedule A and
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) 1,772,120 Shares owned by
Value and Opportunity Master Fund, (ii) 2,134,808 Shares owned by
Navigation Master Fund, (iii) 751,912 Shares owned by Enterprise Master
Fund and (iv) 570,139 Shares owned directly by RCG
PB.
|
Percentage:
Approximately 5.8%
20
CUSIP
NO. 30226D106
|
|
(b)
|
1.
Sole power to vote or direct vote:
5,228,979
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
5,228,979
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares on behalf of Value and
Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund
and RCG PB in the past 60 days are set forth in Schedule A and
incorporated by reference.
|
|
H.
|
Cowen
|
|
|
(a)
|
Cowen,
as the sole member of Ramius, may be deemed the beneficial owner of the
(i) 1,772,120 Shares owned by Value and Opportunity Master Fund, (ii)
2,134,808 Shares owned by Navigation Master Fund, (iii) 751,912 Shares
owned by Enterprise Master Fund and (iv) 570,139 Shares owned directly by
RCG PB.
|
Percentage:
Approximately 5.8%
|
|
(b)
|
1.
Sole power to vote or direct vote:
5,228,979
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
5,228,979
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Cowen
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares on behalf of Value and
Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund
and RCG PB in the past 60 days are set forth in Schedule A and
incorporated by reference.
|
|
I.
|
RCG
Holdings
|
|
|
(a)
|
RCG
Holdings, as a significant shareholder of Cowen, may be deemed the
beneficial owner of the (i) 1,772,120 Shares owned by Value and
Opportunity Master Fund, (ii) 2,134,808 Shares owned by Navigation Master
Fund, (iii) 751,912 Shares owned by Enterprise Master Fund and (iv)
570,139 Shares owned directly by RCG
PB.
|
Percentage:
Approximately 5.8%
|
|
(b)
|
1.
Sole power to vote or direct vote:
5,228,979
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
5,228,979
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
RCG
Holdings did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares on behalf of Value and
Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund
and RCG PB in the past 60 days are set forth in Schedule A and
incorporated by reference.
|
|
J.
|
C4S
|
|
|
(a)
|
C4S,
as the managing member of RCG Holdings, may be deemed the beneficial owner
of the (i)
1,772,120 Shares owned by Value and Opportunity Master Fund, (ii)
2,134,808 Shares owned by Navigation Master Fund, (iii) 751,912 Shares
owned by Enterprise Master Fund and (iv) 570,139 Shares owned directly by
RCG PB.
|
Percentage:
Approximately 5.8%
21
CUSIP
NO. 30226D106
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
|
2.
Shared power to vote or direct vote:
5,228,979
|
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
|
4.
Shared power to dispose or direct the disposition:
5,228,979
|
|
|
(c)
|
C4S
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares on behalf of Value and
Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund
and RCG PB in the past 60 days are set forth in Schedule A and
incorporated by reference.
|
|
K.
|
Messrs.
Cohen, Stark, Strauss and 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) 1,772,120
Shares owned by Value and Opportunity Master Fund, (ii) 2,134,808 Shares
owned by Navigation Master Fund, (iii) 751,912 Shares owned by Enterprise
Master Fund and (iv) 570,139 Shares owned directly by RCG
PB.
|
Percentage:
Approximately 5.8%
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
|
2.
Shared power to vote or direct vote:
5,228,979
|
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
|
4.
Shared power to dispose or direct the disposition:
5,228,979
|
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any
transactions in the Shares in the past 60 days. The transactions in the
Shares on behalf of Value and Opportunity Master Fund, Navigation Master
Fund, Enterprise Master Fund and RCG PB in the past 60 days are set forth
in Schedule A and 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.
|
On March
15, 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. 30226D106
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
|
99.1
|
Joint
Filing Agreement by and among Ramius Value and Opportunity Master Fund
Ltd, RCG PB, Ltd, Ramius Navigation Master Fund Ltd, Ramius Enterprise
Master Fund 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
March 15, 2010.
|
|
|
99.2
|
Power
of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey M. Solomon, dated August 16,
2007.
|
23
CUSIP
NO. 30226D106
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
15, 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
PB, 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
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. 30226D106
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
|
|
(12,058)
|
2.7500
|
1/11/2010
|
|
|
(12,058)
|
2.7416
|
1/12/2010
|
|
|
(12,058)
|
2.7109
|
1/12/2010
|
|
|
(12,058)
|
2.7538
|
1/13/2010
|
|
|
(12,058)
|
2.7077
|
1/14/2010
|
|
|
(24,116)
|
2.6796
|
1/15/2010
|
|
|
(24,116)
|
2.7008
|
1/19/2010
|
|
|
(24,116)
|
2.6558
|
1/20/2010
|
|
|
(12,058)
|
2.6584
|
1/21/2010
|
|
|
(11,383)
|
2.5120
|
1/21/2010
|
|
|
(12,733)
|
2.5088
|
1/21/2010
|
|
|
(12,000)
|
2.8037
|
2/2/2010
|
|
|
(48,232)
|
3.3830
|
3/8/2010
|
|
|
(1,543)
|
3.2853
|
3/9/2010
|
|
|
(23,345)
|
3.2954
|
3/9/2010
|
|
|
320,000
|
2.7500
|
3/12/2010
|
|
|
(23,868)
|
2.9699
|
3/12/2010
|
|
|
(340,272)
|
2.9867
|
3/12/2010
|
|
RAMIUS NAVIGATION MASTER FUND
LTD
|
|
(9,503)
|
2.7500
|
1/11/2010
|
|
|
(9,503)
|
2.7416
|
1/12/2010
|
|
|
(9,503)
|
2.7109
|
1/12/2010
|
|
|
(9,503)
|
2.7538
|
1/13/2010
|
|
|
(9,503)
|
2.7077
|
1/14/2010
|
|
|
(19,006)
|
2.6796
|
1/15/2010
|
|
|
(19,007)
|
2.7008
|
1/19/2010
|
|
|
(19,007)
|
2.6558
|
1/20/2010
|
|
|
(9,504)
|
2.6584
|
1/21/2010
|
|
|
(8,971)
|
2.5120
|
1/21/2010
|
|
|
(10,036)
|
2.5088
|
1/21/2010
|
|
|
(596,856)
|
* |
2.4700
|
2/1/2010
|
|
(5,750)
|
2.8037
|
2/2/2010
|
|
|
(22,865)
|
3.3830
|
3/8/2010
|
|
|
(732)
|
3.2853
|
3/9/2010
|
|
|
(11,066)
|
3.2954
|
3/9/2010
|
|
|
1,360,000
|
2.7500
|
3/12/2010
|
|
|
(5,616)
|
2.9699
|
3/12/2010
|
|
|
(80,064)
|
2.9867
|
3/12/2010
|
CUSIP
NO. 30226D106
|
RAMIUS ENTERPRISE MASTER FUND
LTD
|
|
(3,439)
|
2.7500
|
1/11/2010
|
|
|
(3,439)
|
2.7416
|
1/12/2010
|
|
|
(3,439)
|
2.7109
|
1/12/2010
|
|
|
(3,439)
|
2.7538
|
1/13/2010
|
|
|
(3,439)
|
2.7077
|
1/14/2010
|
|
|
(6,878)
|
2.6796
|
1/15/2010
|
|
|
(6,877)
|
2.7008
|
1/19/2010
|
|
|
(6,877)
|
2.6558
|
1/20/2010
|
|
|
(3,438)
|
2.6584
|
1/21/2010
|
|
|
(3,246)
|
2.5120
|
1/21/2010
|
|
|
(3,631)
|
2.5088
|
1/21/2010
|
|
|
(3,500)
|
2.8037
|
2/2/2010
|
|
|
(13,753)
|
3.3830
|
3/8/2010
|
|
|
(440)
|
3.2853
|
3/9/2010
|
|
|
(6,657)
|
3.2954
|
3/9/2010
|
|
|
320,000
|
2.7500
|
3/12/2010
|
|
|
(5,616)
|
2.9699
|
3/12/2010
|
|
|
(80,064)
|
2.9867
|
3/12/2010
|
|
RCG
PB, LTD
|
|
596,856
|
** |
2.3464
|
2/1/2010
|
|
(3,750)
|
2.8037
|
2/2/2010
|
|
|
(15,150)
|
3.3830
|
3/8/2010
|
|
|
(485)
|
3.2853
|
3/9/2010
|
|
|
(7,332)
|
3.2954
|
3/9/2010
|
**
Shares were acquired from Ramius Navigation Master Fund Ltd, an affiliate of RCG
PB Ltd, in an exempt transaction.
CUSIP
NO. 30226D106
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
|
CUSIP
NO. 30226D106
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
|
CUSIP
NO. 30226D106
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
|
CUSIP
NO. 30226D106
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
|
CUSIP
NO. 30226D106
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
|
|||
|
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
|
|||
Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D (including additional amendments thereto)
with respect to the shares of Common Stock, $0.001 par value per share, of
Extreme Networks, Inc. This Joint Filing Agreement shall be filed as
an Exhibit to such Statement.
Dated: March
15, 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
PB, 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
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
|
Exhibit 99.2
POWER OF
ATTORNEY
The
undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss
and Jeffrey M. Solomon, 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, 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 Ramius Capital Group, LLC 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 and Jeffrey M. Solomon, or
any of them, under this Power of Attorney shall continue with respect to the
undersigned until the undersigned is no longer required to file Schedule 13Ds or
Schedule 13Gs unless revoked earlier in writing.
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
|