-----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, Fn/wYm5npbz0euJDOmcTEcJ01NSuUTW384/qPk3jOaWFzq/9k7655Q5cYN0mCu6M Ia4J1e6HgcO9pBEwaqYi5g== 0000921895-07-003047.txt : 20071231 0000921895-07-003047.hdr.sgml : 20071231 20071231144134 ACCESSION NUMBER: 0000921895-07-003047 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071231 DATE AS OF CHANGE: 20071231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alsius Corp CENTRAL INDEX KEY: 0001324205 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 202620798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80949 FILM NUMBER: 071334150 BUSINESS ADDRESS: STREET 1: 15770 LAGUNA CANYON ROAD STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-453-0150 MAIL ADDRESS: STREET 1: 15770 LAGUNA CANYON ROAD STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: Ithaka Acquisition Corp DATE OF NAME CHANGE: 20050419 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 sc13g06297als_12192007.htm sc13g06297als_12192007.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
 

Alsius Corporation
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
0212111076
 (CUSIP Number)
 
December 19, 2007
 (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. 0212111076
 
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
 
488,820 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
488,820 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
488,820 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)
 
2.6%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
2
CUSIP NO. 0212111076
 
1
NAME OF REPORTING PERSON
 
Ramius Securities, 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
 
506,760 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
506,760 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
506,760 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)
 
2.7%
12
TYPE OF REPORTING PERSON
 
BD
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
3
CUSIP NO. 0212111076
 
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
 
488,820 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
488,820 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
488,820 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)
 
2.6%
12
TYPE OF REPORTING PERSON
 
OO
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
4
CUSIP NO. 0212111076
 
1
NAME OF REPORTING PERSON
 
Ramius Capital Group, 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
 
995,580 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
995,580 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
IA, OO

(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
5
CUSIP NO. 0212111076
 
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
 
995,580 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
995,580 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
OO

(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
6
CUSIP NO. 0212111076
 
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
 
995,580 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
995,580 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
IN

(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
7
CUSIP NO. 0212111076
 
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
 
995,580 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
995,580 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
IN

(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
8
CUSIP NO. 0212111076
 
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
 
995,580 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
995,580 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
9
CUSIP NO. 0212111076
 
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
 
995,580 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
995,580 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
995,580 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)
 
5.2%
12
TYPE OF REPORTING PERSON
 
IN

(1)  Represents the number of shares of Common Stock currently issuable upon the exercise of certain units and warrants.
 
10
CUSIP NO. 0212111076
 
 

Item 1(a).
Name of Issuer:
 
Alsius Corporation, a Delaware corporation, (the “Company”)

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

15770 Laguna Canyon Road
Suite 150
Irvine, CA 92128

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


RCG PB, Ltd. (“RCG PB”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands

Ramius Securities, L.L.C. (“Ramius Securities”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius Capital Group, L.L.C
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Ramius Capital Group, L.L.C. (“Ramius Capital”)
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware
 
11
CUSIP NO. 0212111076
 
Peter A. Cohen (“Mr. Cohen”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States
 

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

 
Common Stock, par value $0.0001 per share (the “Common Stock”)
 
 Item 2(e).
CUSIP Number:

 
021211106
 
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.

 
(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).
 
12
CUSIP NO. 0212111076
 
 
(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 the date hereof, (i) RCG PB beneficially owns 488,820 shares of Common Stock currently issuable upon the exercise of certain warrants and units, and (ii) Ramius Securities beneficially owns 506,760 shares of Common Stock currently issuable upon the exercise of certain warrants and units.

Ramius Advisors, as the investment advisor of RCG PB with voting control and investment discretion over securities held by RCG PB, may be deemed to beneficially own the 488,820 shares of Common Stock owned by RCG PB.

Ramius Capital, as the sole member of each of Ramius Securities and Ramius Advisors with the power to direct some of the affairs of each of Ramius Securities and Ramius Advisors, including decisions respecting the disposition of the proceeds from the sale of shares of the Common Stock, may be deemed to beneficially own the 995,580 shares of Common Stock owned in the aggregate by RCG PB and Ramius Securities.

C4S, as the managing member of Ramius Capital, may be deemed to beneficially own the 995,580 shares of Common Stock owned in the aggregate by RCG PB and Ramius Securities.

Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed to beneficially own the 995,580 shares of Common Stock owned in the aggregate by RCG PB and Ramius Securities.
 
13
CUSIP NO. 0212111076
 
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.  Each of Ramius Advisors, Ramius Capital, C4S, Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the Common Stock owned by RCG PB and Ramius Securities 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:

5.2%

Based on 18,253,500 shares outstanding as of October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2007.  As of the date hereof, (i) RCG PB may be deemed to beneficially own 2.6% of the outstanding shares of Common Stock, (ii) Ramius Securities may be deemed to beneficially own 2.7% of the outstanding shares of Common Stock, (iii) Ramius Advisors may be deemed to beneficially own 2.6% of the outstanding shares of Common Stock, (iv) Ramius Capital may be deemed to beneficially own 5.2% of the outstanding shares of Common Stock, and (v) each of C4S, and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 5.2% 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.

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

 
Not applicable.
 
14
CUSIP NO. 0212111076
 
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 A.
 
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.

Exhibits:

Exhibit 99.1: Joint Filing Agreement, dated as of December 31, 2007, by and among RCG PB, Ramius Securities, Ramius Advisors, Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon.

Exhibit 99.2: Power of Attorney for Messrs. Cohen, Stark, Strauss and Solomon dated August 16, 2007.
 
15
CUSIP NO. 0212111076
 
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: December 31, 2007

 
RCG PB, LTD.
   
 
By:
Ramius Advisors
   
its Investment Advisor
  
       
 
By:
Ramius Capital Group, L.L.C.
  
   
as Sole Member
  
       
 
By:
C4S & Co., L.L.C.
  
   
as Managing Member
  

 
RAMIUS SECURITIES, L.L.C.
   
 
By:
Ramius Capital Group, L.L.C.,
   
its Sole Member
  
       
 
By:
C4S & Co., L.L.C.,
  
   
as Managing Member
  

 
RAMIUS ADVISORS,
   
 
By:
Ramius Capital Group, L.L.C.
   
its Sole Member
  
       
 
By:
C4S & Co., L.L.C.
  
   
as Managing Member
  

 
RAMIUS CAPITAL GROUP, L.L.C.
   
 
By:
C4S & Co., L.L.C.,
  
   
as Managing Member
  

 
C4S & CO., L.L.C.
   

 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
16
CUSIP NO. 0212111076
 
JEFFREY M. SOLOMON
 
 
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
 
17
 EX-99.1 2 ex991to13g06297als_12192007.htm ex991to13g06297als_12192007.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT
 

The undersigned hereby agree that the Statement on Schedule 13G dated December 31, 2007 with respect to the shares of Common Stock of Alsius Corporation 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: December 31, 2007
 
RCG PB, LTD.
   
 
By:
Ramius Advisors
   
its Investment Advisor
  
       
 
By:
Ramius Capital Group, L.L.C.
  
   
as Sole Member
  
       
 
By:
C4S & Co., L.L.C.
  
   
as Managing Member
  

 
RAMIUS SECURITIES, L.L.C.
   
 
By:
Ramius Capital Group, L.L.C.,
   
its Sole Member
  
       
 
By:
C4S & Co., L.L.C.,
  
   
as Managing Member
  

 
RAMIUS ADVISORS,
   
 
By:
Ramius Capital Group, L.L.C.
   
its Sole Member
  
       
 
By:
C4S & Co., L.L.C.
  
   
as Managing Member
  

 
RAMIUS CAPITAL GROUP, L.L.C.
   
 
By:
C4S & Co., L.L.C.,
  
   
as Managing Member
  

 
C4S & CO., L.L.C.
   
 
 
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
 
 EX-99.2 3 ex992to13g06297als_12192007.htm ex992to13g06297als_12192007.htm

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

 
 
 

 -----END PRIVACY-ENHANCED MESSAGE-----