-----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, RIfUG8kv5tTM1/dAhrzqUcC0DeYkgs1hIkbChN19mkuuBphzLf7M5mX1F9SnF67c cp2HTLYVS97oEEoFFgt3LQ== 0000921895-08-001356.txt : 20080508 0000921895-08-001356.hdr.sgml : 20080508 20080508172213 ACCESSION NUMBER: 0000921895-08-001356 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LJ INTERNATIONAL INC CENTRAL INDEX KEY: 0001046692 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82477 FILM NUMBER: 08815133 BUSINESS ADDRESS: STREET 1: UNIT #12 12/F BLOCK A FOCAL INDUSTRIAL STREET 2: CENTER 21 MAN LOK ST CITY: HUNG HOM KOWLOON HON STATE: K3 ZIP: 00000 MAIL ADDRESS: STREET 1: ANDREW N BERNSTEIN P C STREET 2: 5445 DTC PARKWAY SUITE 520 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sc13g06297017_05052008.htm sc13ga06297017_05052008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  )1
 

LJ International Inc.
 (Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
 (Title of Class of Securities)
 
G55312105
 (CUSIP Number)
 
May 5, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
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 the disclosures provided in a prior cover page.
 
      The information required in 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. G55312105
 
1
NAME OF REPORTING PERSON
 
                       RCG Crimson Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
76,167 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
76,167 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
76,167 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN
(1)  Includes 16,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
2
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG Baldwin, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
277,000 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
277,000 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
277,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
TYPE OF REPORTING PERSON
 
PN

3
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG Enterprise, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
595,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
595,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
595,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.8%
12
TYPE OF REPORTING PERSON
 
CO
(1)  Includes 50,000 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
4
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG PB, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
144,500
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
144,500
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO

5
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Portside Growth and Opportunity Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
100,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
100,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
100,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO
(1)  Consists of 100,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

6
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
421,500 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
421,500 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
421,500 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.9%
12
TYPE OF REPORTING PERSON
 
OO

7
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,192,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,192,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
IA, OO
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.

 
8
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,192,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,192,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
OO
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.

9
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
1,192,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,192,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
IN
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
10
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
1,192,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,192,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
IN
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
11
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
1,192,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,192,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
IN
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
12
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
1,192,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,192,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
12
TYPE OF REPORTING PERSON
 
IN
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
13
CUSIP NO. G55312105
 
Item 1(a).
Name of Issuer:

LJ International Inc., a British Virgin Islands company (the “Company”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street, Hung Hom, Hong Kong

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship


Ramius LLC (“Ramius”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Crimson Partners, L.P. (“RCG Crimson”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Baldwin, L.P. (“RCG Baldwin”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Enterprise, Ltd (“RCG Enterprise”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

RCG PB, Ltd. (“RCG PB”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

Portside Growth and Opportunity Fund (“Portside”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands
 
 
 
14
 
CUSIP NO. G55312105
 
Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”)

Item 2(e).
CUSIP Number:

G55312105

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

/x/           Not applicable.

 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
 
15
 
CUSIP NO. G55312105
 
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership

 
(a)
Amount beneficially owned:

As of May 7, 2008, (i) RCG Crimson beneficially owns 59,500 shares of Common Stock and 16,667 shares of Common Stock issuable upon the exercise of certain warrants, (ii) RCG Baldwin beneficially owns 277,000 shares of Common Stock, (iii) RCG Enterprise beneficially owns 545,000 shares of Common Stock and 50,000 shares of Common Stock issuable upon the exercise of certain warrants, (iv) Portside beneficially owns 100,000 shares of Common Stock issuable upon the exercise of certain warrants, and (v) RCG PB beneficially owns 144,500 shares of Common Stock.

Ramius Advisors, as the investment advisor, with voting control and investment discretion over securities held by RCG Baldwin and RCG PB, may be deemed to beneficially own the 277,000 shares and 144,500 shares of Common Stock beneficially owned by RCG Baldwin and RCG PB, respectively.

Ramius is the general partner of RCG Crimson, the investment manager of each of Portside and RCG Enterprise and the sole member of Ramius Advisors, and has the power to direct some of the affairs of each of RCG Crimson, Portside, RCG Enterprise and Ramius Advisors, including decisions respecting the disposition of the proceeds from the sale of shares of the Common Stock.  C4S is the managing member of Ramius and in that capacity directs its operations.  Messrs. Cohen, Stark, Strauss and Solomon are the sole managing members of C4S, and in that capacity, direct its operations.  As a result, each of Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon, may be deemed to beneficially own the 1,192,667 shares of Common Stock beneficially owned in the aggregate by RCG Crimson, RCG PB, Portside, RCG Baldwin and RCG Enterprise.
 
 
 
16
 
CUSIP NO. G55312105

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  In addition, each of Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon, disclaims beneficial ownership of the shares beneficially owned by RCG Crimson, RCG PB, Portside, RCG Baldwin and RCG Enterprise and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.

 
(b)
Percent of class:

Based on 21,437,172 shares issued and outstanding as of January 25, 2008, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 22, 2008, (i) RCG Crimson may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) RCG Baldwin may be deemed to beneficially own 1.3% of the outstanding shares of Common Stock, (iii) RCG Enterprise may be deemed to beneficially own 2.8% of the outstanding shares of Common Stock, (iv) RCG PB may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (v) Portside may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock and (vi) each of Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 5.6% of the outstanding shares of Common Stock.

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

                                See Cover Pages Items 5-9.
 
Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable
 
 
 
17
 
CUSIP NO. G55312105

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not Applicable

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
18
 
CUSIP NO. G55312105
 
SIGNATURE

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: May 8, 2008
RCG ENTERPRISE, LTD
RAMIUS ADVISORS, LLC
   
By:
Ramius LLC,
By:
Ramius LLC,
 
its investment manager
  
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
  
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON PARTNERS, L.P.
   
By:
Ramius Advisors, LLC
By:
Ramius LLC,
 
its investment advisor
  
its general partner
By:
Ramius LLC,
By:
C4S & Co., L.L.C.,
 
its sole member
  
as managing member
By:
C4S & Co., L.L.C.,
  
 
as managing member
RAMIUS LLC
   
PORTSIDE GROWTH AND
By:
C4S & Co., L.L.C.,
OPPORTUNITY FUND
  
as managing member
   
By:
Ramius LLC,
C4S & CO., L.L.C.
 
its investment manager
  
By:
C4S & Co., L.L.C.,
  
 
as managing member
  
     
RCG PB, LTD.
  
     
By:
Ramius Advisors, LLC
  
 
its investment advisor
  

 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory

JEFFREY M. SOLOMON
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss

 
19
 EX-99.1 2 ex991tosc13g06297017_050508.htm ex991tosc13ga06297017_050508.htm
Exhibit 99.1
 
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Schedule 13G dated May 8, 2008 with respect to the shares of Common Stock of LJ International Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
Dated: May 8, 2008
RCG ENTERPRISE, LTD
RAMIUS ADVISORS, LLC
   
By:
Ramius LLC,
By:
Ramius LLC,
 
its investment manager
  
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
  
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON PARTNERS, L.P.
   
By:
Ramius Advisors, LLC
By:
Ramius LLC,
 
its investment advisor
  
its general partner
By:
Ramius LLC,
By:
C4S & Co., L.L.C.,
 
its sole member
  
as managing member
By:
C4S & Co., L.L.C.,
  
 
as managing member
RAMIUS LLC
   
PORTSIDE GROWTH AND
By:
C4S & Co., L.L.C.,
OPPORTUNITY FUND
  
as managing member
   
By:
Ramius LLC,
C4S & CO., L.L.C.
 
its investment manager
  
By:
C4S & Co., L.L.C.,
  
 
as managing member
  
     
RCG PB, LTD.
  
     
By:
Ramius Advisors, LLC
  
 
its investment advisor
  

 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory

JEFFREY M. SOLOMON
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss

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