-----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, WzTXuB57EUhOnHp1hojg5aQXWJBfDyCyBLIaQJJ9HMbB9VJaKtc8wNr9rtkL6euE hO2s3cSbrNlj7vQqr4rs8A== 0000921895-10-000852.txt : 20100524 0000921895-10-000852.hdr.sgml : 20100524 20100524151602 ACCESSION NUMBER: 0000921895-10-000852 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100524 DATE AS OF CHANGE: 20100524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMERSION CORP CENTRAL INDEX KEY: 0001058811 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943180138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57607 FILM NUMBER: 10853747 BUSINESS ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084671900 MAIL ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: IMMERSION HUMAN INTERFACE CORP DATE OF NAME CHANGE: 19980602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da606297074_05132010.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D sc13da606297074_05132010.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. 6)1

Immersion Corporation
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

452521107
(CUSIP Number)
 
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)

May 13, 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. 452521107
 
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
 
1,956,137
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,956,137
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,956,137
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 452521107
 
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
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
 
1,555,224
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,555,224
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,555,224
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 452521107
 
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
 
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
 
588,360
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
588,360
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
588,360
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 452521107
 
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
 
588,360
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
588,360
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
588,360
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 452521107
 
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
 
2,143,584
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,143,584
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,143,584
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

 
6

 
CUSIP NO. 452521107
 
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
 
1,956,137
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,956,137
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,956,137
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 452521107
 
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
 
4,099,721
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,099,721
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 452521107
 
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
 
4,099,721
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,099,721
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
CO

 
9

 
CUSIP NO. 452521107
 
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
 
4,099,721
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,099,721
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
OO

 
10

 
CUSIP NO. 452521107
 
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
 
4,099,721
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,099,721
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 452521107
 
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
 
4,099,721
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,099,721
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 452521107
 
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
 
4,099,721
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,099,721
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 452521107
 
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
 
4,099,721
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,099,721
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 452521107
 
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
 
4,099,721
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,099,721
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,099,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 452521107
 
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth.

Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 
(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 Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), who serves 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;
 
 
(xiii)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xiv)
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
 
 
16

 
CUSIP NO. 452521107
 
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, Solomon and Smith 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 incorpor ated 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, 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 RCG PB and Navigation Master Fund has been formed for the purpose of making equity and debt investments.  Enterprise Master Fund 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 a s 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.  Mr. Smith serves as a Partner and Managing Director of Ramius and a member of Cowen’s Operating Committee.
 
(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. 452521107
 
(f)           Messrs. Cohen, Stark, Strauss and Solomon are citizens of the United States of America.
 
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 and RCG PB 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 4,099,721 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund and RCG PB is approximately $16,537,000, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 13, 2010, RCG Starboard Advisors delivered a letter to Victor A. Viegas, CEO, and the Board reiterating its concern that the Board lacks both a vested interest in the financial performance of the Company and expertise in technology licensing and IP litigation.  RCG Starboard Advisors also expressed disappointment with the Board's decision to nominate Mr. David Sugishita for election at the 2010 annual meeting of shareholders (the “2010 Annual Meeting”).  In the letter, RCG Starboard Advisors also questioned the Board's unwillingness to add a seventh director who possesses the attributes the Ramius Group believes are critical to the Issuer’s future success.  RCG Starboard Advisors also stated that it intends to withhold its votes at the upcoming 2010 Annual Meeting for the election of Mr. Sugishita, but remains open-minded about discussing solutions with the Board to address its serious concerns about Board composition.  A copy of the press release issued May 13, 2010 by RCG Starboard Advisors, which contains the full text of the letter, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
 
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 28,093,633 Shares outstanding, as of April 30, 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 May 7, 2010.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of close of the close of business on May 21, 2010, Value and Opportunity Master Fund beneficially owned 1,956,137 Shares.
 
Percentage: Approximately 7.0%.
 
 
(b)
1. Sole power to vote or direct vote: 1,956,137
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,956,137
 
4. Shared power to dispose or direct the disposition: 0
 
 
18

 
CUSIP NO. 452521107

 
 
(c)
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on May 21, 2010, Navigation Master Fund beneficially owned 588,360 Shares.
 
Percentage: Approximately 2.1%.
 
 
(b)
1. Sole power to vote or direct vote: 588,360
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 588,360
 
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 herein by reference.
 
C.
RCG PB
 
 
(a)
As of the close of business on May 21, 2010, RCG PB beneficially owned 1,555,224 Shares.
 
Percentage: Approximately 5.5%.
 
 
(b)
1. Sole power to vote or direct vote: 1,555,224
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,555,224
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Enterprise Master Fund
 
 
(a)
Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 588,360 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 2.1%.
 
 
(b)
1. Sole power to vote or direct vote: 588,360
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 588,360
 
4. Shared power to dispose or direct the disposition: 0
 
 
19

 
CUSIP NO. 452521107
 
 
(c)
The transactions in the Shares by Enterprise Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein 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 are incorporated herein by reference.
 
E.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of each of Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 588,360 Shares owned by Navigation Master Fund and (ii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 7.6%.
 
 
(b)
1. Sole power to vote or direct vote: 2,143,584
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,143,584
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by Enterprise Master Fund, Navigation Master Fund and RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
F.
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 1,956,137 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 7.0%.
 
 
(b)
1. Sole power to vote or direct vote: 1,956,137
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,956,137
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein 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) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 14.6%.
 
 
(b)
1. Sole power to vote or direct vote: 4,099,721
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,099,721
 
4. Shared power to dispose or direct the disposition: 0
 
 
20

 
CUSIP NO. 452521107

 
 
(c)
Ramius has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
H.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 14.6%.
 
 
(b)
1. Sole power to vote or direct vote: 4,099,721
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,099,721
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Cowen has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
I.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 14.6%.
 
 
(b)
1. Sole power to vote or direct vote: 4,099,721
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,099,721
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
RCG Holdings has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
J.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 14.6%.
 
 
21

 
CUSIP NO. 452521107
 
 
(b)
1. Sole power to vote or direct vote: 4,099,721
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,099,721
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
C4S has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein 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) 1,956,137 Shares owned by Value and Opportunity Master Fund, (ii) 588,360 Shares owned by Navigation Master Fund and (iii) 1,555,224 Shares owned by RCG PB.
 
Percentage: Approximately 14.6%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 4,099,721
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 4,099,721

 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein 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, the Shares.
 
 
(e)
Not applicable.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Press Release issued May 13, 2010.
 
 
Exhibit 99.2
Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010.
 
 
22

 
CUSIP NO. 452521107
 
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:  May 24, 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/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory


/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon,
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss


 
23

 
CUSIP NO. 452521107
 
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

(2,188)
 
6.0738
04/23/2010
(9,593)
 
6.0446
04/23/2010
(4,915)
 
6.0833
04/26/2010
(334)
 
5.9632
04/27/2010
(7,768)
 
5.9636
04/27/2010
(8,504)
 
5.9235
04/28/2010
(9,727)
 
5.9245
04/29/2010
(48)
 
5.8500
04/30/2010

RAMIUS NAVIGATION MASTER FUND LTD

(514)
 
6.0738
04/23/2010
(2,253)
 
6.0446
04/23/2010
(1,154)
 
6.0833
04/26/2010
(79)
 
5.9632
04/27/2010
(1,824)
 
5.9636
04/27/2010
(1,997)
 
5.9235
04/28/2010
(2,284)
 
5.9245
04/29/2010
(11)
 
5.8500
04/30/2010
(459,368)*
 
5.6000
05/01/2010
588,360#
 
4.0547
05/01/2010

RAMIUS ENTERPRISE MASTER FUND LTD

(658)
 
6.0738
04/23/2010
(2,885)
 
6.0446
04/23/2010
(1,478)
 
6.0833
04/26/2010
(100)
 
5.9632
04/27/2010
(2,336)
 
5.9636
04/27/2010
(2,558)
 
5.9235
04/28/2010
(2,926)
 
5.9245
04/29/2010
(15)
 
5.8500
04/30/2010
(588,360)##
 
5.6000
05/01/2010


* Shares were transferred to RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction. 
# Shares were acquired from Ramius Enterprise Master Fund Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction. 
## Shares were transferred to Ramius Navigation Master Fund Ltd, an affiliate of Ramius Enterprise Master Fund Ltd, in an exempt transaction.
 
 
 

 
CUSIP NO. 452521107
 
RCG PB, LTD

(1,226)
 
6.0738
04/23/2010
(5,374)
 
6.0446
04/23/2010
(2,753)
 
6.0833
04/26/2010
(187)
 
5.9632
04/27/2010
(4,352)
 
5.9636
04/27/2010
(4,763)
 
5.9235
04/28/2010
(5,449)
 
5.9245
04/29/2010
(26)
 
5.8500
04/30/2010
459,368**
 
3.8949
05/01/2010


** Shares were acquired from Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.
 
 
 

 
CUSIP NO. 452521107
 
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
 
Chief Operating Officer 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. 452521107
 
SCHEDULE C
 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chairman of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Marran Ogilvie
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
 
 
 

 
CUSIP NO. 452521107
 
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
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
 
 
 

 
CUSIP NO. 452521107
 
SCHEDULE E
 
Directors and Officers of RCG PB, Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chairman of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Marran Ogilvie
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
 
 
 

 
CUSIP NO. 452521107
 
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
 
 
 

 
CUSIP NO. 452521107
 
             
Christopher A. White
Director and Chief of Staff
 
Chief of Staff 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
             

 

 

 
EX-99.1 2 ex991to13da606297074_051310.htm PRESS RELEASE DATED MAY 13, 2010 ex991to13da606297074_051310.htm
Exhibit 99.1
 
 
Ramius Delivers Letter to CEO and Board of Directors of Immersion Corporation
 
Intends to Withhold Votes for Election of Directors at Company's 2010 Annual Meeting  Reiterates Need for Direct Shareholder Representation on the Board of Immersion Expresses Concern With Company's Decision to Nominate David Sugishita
 
Press Release Source: Ramius LLC On Thursday May 13, 2010, 2:38 pm EDT
 
NEW YORK, May 13 /PRNewswire/ -- RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced that it delivered a letter to Victor A. Viegas, Chief Executive Officer, Emily Liggett, Chair of the Corporate Governance and Nominating Committee, and the other members of the Board of Directors of Immersion Corporation ("Immersion" or the "Company") (Nasdaq:IMMR - News) reiterating its concern that the Board lacks both a vested interest in the financial performance of the Company and expertise in technology licensing and IP litigation.  Ramius also expressed disappointment with the Board's decision to nominate Mr. David Sugishita for election at the 2010 Annual Meeting. Ramiu s beneficially owns approximately 14.6% of the common stock of Immersion.  
 
In the letter, Ramius also questioned the Board's unwillingness to add a seventh director who possesses the attributes Ramius believes are critical to the Company's future success.  Ramius also stated that it intends to withhold its votes at the upcoming 2010 Annual Meeting for the election of Mr. Sugishita, but remains open-minded about discussing solutions with the Board to address its serious concerns about Board composition.
 
The full text of the letter follows:

 
May 13, 2010
 
Ms. Emily Liggett (Chair, Corporate Governance and Nominating Committee)
Mr. Victor Viegas (Chief Executive Officer)
Immersion Corporation
801 Fox Lane
San Jose, California 95131
 
CC:  Immersion Corporation Board of Directors
 
Dear Emily and Vic:
 
Over the past eight months, we have repeatedly attempted to engage in meaningful discussions with you and other members of the Board of Directors (the "Board") regarding Board composition at Immersion Corporation ("IMMR" or the "Company").  RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC, and certain of its affiliates (collectively, "Ramius"), is the largest shareholder of Immersion owning approximately 14.6% of the shares outstanding.  Our interests are directly aligned with the interests of all shareholders in seeking to improve the quality and effectiveness of the Board.  From the outset, we have been very clear that the Board lacks both a vested interest in the financial performance of Immersion and expertise in technology licensing and IP litigation.  None of the existing directors of Immersion has a subst antial financial stake in the Company nor has any director purchased shares of Immersion on the open market in the recent past.  As of the 2010 proxy statement filed on April 29, 2010, the directors combined owned a total of just 82,084 shares outright (excluding granted stock options) This represents a mere 0.3% of the outstanding shares.  Further, none of the independent directors has direct experience in technology licensing and IP litigation, a key component of Immersion's business strategy.  
 
 
 

 
 
These two criteria are absolutely critical attributes for the Board. Yet the recent announcement that David Sugishita will replace Robert Van Naarden as a nominee for election at the 2010 Annual Meeting neither addresses the lack of technology licensing and IP litigation experience nor provides for a shareholder representative on the Board.
 
We have other serious concerns about the Board's decision to nominate Mr. David Sugishita for election at the 2010 Annual Meeting. While the Company claims to have conducted an independent process to identify a new, independent Board member, Mr. Sugishita clearly has direct ties to current Chairman Jack Saltich.  Both Mr. Saltich and Mr. Sugishita serve on the Board of Atmel Corporation, where Mr. Sugishita serves as Chairman.  Further, Mr. Saltich and Mr. Sugishita would constitute one-third of the Immersion Board.  Although Atmel is a customer and partner of Immersion, Atmel also competes directly with Cypress Semiconductor, Renesas Electronics, and Synaptics Incorporated, which are also customers and partners of Immersion.  We fail to see how such a high concentration of directors with ties to a single customer and partner is in the spirit of maintaining strong relationships with each of Immersion's semiconductor customers and partners.  
 
The Board has historically been comprised of seven directors.  Upon the resignation of Clent Richardson as Chief Executive Officer and in the midst of our request for Board representation, the Board unilaterally decided to reduce the number of directors by one to six.  Now, the Board has decided to nominate a director with close ties to the Company's Chairman to replace Robert Van Naarden as the sixth director.  It does not appear the Board is acting in good faith, and we seriously question the Board's unwillingness to add a seventh director with the attributes we believe are critical to the Company's future success.
 
Let us not forget that the current Board has a dismal track record of overseeing shareholder interests.   As shown in the table below, Immersion shares have dramatically underperformed the market over the past three- and five-year periods.  Only in the past year has the Company performed in line with the indices as it traded up from cash value following tremendous uncertainty last year during the accounting investigation that cost the Company approximately $10 million of shareholder capital.
 
Stock Performance (1)
IMMR
Russell 2000
IMMR vs. Russell 2000
Nasdaq
IMMR vs. Nasdaq
5-Year
(5.3%)
30.6%
(35.9%)
29.0%
(34.3%)
3-Year
(45.6%)
(9.1%)
(36.5%)
(2.1%)
(43.5%)
1-Year
46.2%
50.9%
(4.7%)
44.9%
1.3%
 
(1) Based on closing prices as of May 12, 2010.
 
 
 

 
 
Based on the performance of the Company under the existing Board and the Board's failure to nominate a truly independent director that addresses the concerns we have outlined, we will withhold our votes at the upcoming 2010 Annual Meeting for the election of Mr. Sugishita.  As we have said from the outset, we remain open-minded about solutions to address our concerns about Board composition and would be happy to discuss with you and any other members of the Board at your convenience.
 
We remain committed to our investment in Immersion and remind the Board of its duty to serve the best interests of all shareholders.
 
Best Regards,
 
Peter A. Feld
 
Ramius LLC
 
 
About Ramius LLC
 
Ramius LLC is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo, Hong Kong and Munich.
 
Media Contact:
 
Peter Feld / Ramius LLC / (212) 201-4878
 
Gavin Molinelli / Ramius LLC / (212) 201-4828
 

 
EX-99.2 3 ex992to13da606297074_051310.htm POWER OF ATTORNEY ex992to13da606297074_051310.htm
Exhibit 99.2
 
POWER OF ATTORNEY


The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jeffrey C. Smith, J. Kevin McCarthy and Owen S. Littman, 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, Form 3, Form 4, Form 5, 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 C4S & Co., L.L.C., RCG Holdings LLC, Cowen Group, Inc., Ramius LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.  The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jeffrey C. Smith, J. Kevin McCarthy and Owen S. Littman, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

Date: April 26, 2010



/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

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