0000914760-07-000100.txt : 20070524 0000914760-07-000100.hdr.sgml : 20070524 20070524154917 ACCESSION NUMBER: 0000914760-07-000100 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARPER IMAGE CORP CENTRAL INDEX KEY: 0000811696 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 942493558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39304 FILM NUMBER: 07876933 BUSINESS ADDRESS: STREET 1: 350 THE EMBARCADERO STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4154456000 MAIL ADDRESS: STREET 1: 350 THE EMBARCADERO STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Knightspoint Partners II, L.P. CENTRAL INDEX KEY: 0001351122 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-786-6050 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 k70262_13da4.htm AMENDMENT NO. 4

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(AMENDMENT NO. 4)

UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

SHARPER IMAGE CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

820013100

(CUSIP Number)

with a copy to:

David Meyer

Stanley H. Meadows, P.C.

c/o Knightspoint Partners LLC

McDermott Will & Emery LLP

787 Seventh Avenue, 9th Floor

227 West Monroe Street

New York, New York 10019

Chicago, Illinois 60606

(212) 786-6050

(312) 372-2000

(Name, Address and Telephone Number of Persons Authorized

to Receive Notices and Communications)

May 23, 2007

(Date of Event Which Requires Filing of this Statement)

If the person filing 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 ss. 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 Rule 13d-7 for other parties to whom copies are to be sent.

*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).

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Knightspoint Partners II, L.P.

------------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

------------------------------------------------------------------------------------------------

(3)	Sec Use Only

------------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

------------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

------------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

------------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

82,000

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

82,000

---------------------------------------------------------------

(10)

Shared Dispositive Power

------------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

82,000

------------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

------------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

------------------------------------------------------------------------------------------------

(14) Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

------------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Knightspoint Capital Management II LLC

------------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

------------------------------------------------------------------------------------------------

(3)	Sec Use Only

------------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

N/A

------------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

------------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

------------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

82,000

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

82,000

---------------------------------------------------------------

(10)

Shared Dispositive Power

------------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

82,000

------------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

------------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

------------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

------------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Knightspoint Partners LLC 81-0604786

------------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

------------------------------------------------------------------------------------------------

(3)	Sec Use Only

------------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

N/A

------------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

------------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

------------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

82,000

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

82,000

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

82,000

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Michael Koeneke

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

4,167

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

82,000

---------------------------------------------------------------

(9)

Sole Dispositive Power

4,167

---------------------------------------------------------------

(10)

Shared Dispositive Power

82,000

------------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

86,167

------------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

------------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

------------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

------------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

David Meyer

------------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

------------------------------------------------------------------------------------------------

(3)	Sec Use Only

------------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

------------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

------------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

------------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

4,167

Person with:

---------------------------------------------------------------

(8) Shared Voting Power

82,000

---------------------------------------------------------------

(9) Sole Dispositive Power

4,167

---------------------------------------------------------------

(10) Shared Dispositive Power

82,000

------------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

86,167

------------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

------------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

------------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

------------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Starboard Value and Opportunity Master Fund Ltd.

------------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

------------------------------------------------------------------------------------------------

(3)	Sec Use Only

------------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

------------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

------------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Cayman Islands

------------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

2,225,555

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

2,225,555

---------------------------------------------------------------

(10)

Shared Dispositive Power

------------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,225,555

------------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

------------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

14.7%

------------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Ramius Capital Group, L.L.C.

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

2,649,470

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

2,649,470

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

IA, OO

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

C4S & Co., L.L.C.

13-3946794

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

2,649,470

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

2,649,470

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Parche, LLC 20-0870632

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

423,915

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

423,915

---------------------------------------------------------------

(10) Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

423,915

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

2.8%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Admiral Advisors, LLC

37-1484525

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

Delaware

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

2,649,470

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

2,649,470

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Peter A. Cohen

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

2,649,470

---------------------------------------------------------------

(9)

Sole Dispositive Power

---------------------------------------------------------------

(10)

Shared Dispositive Power

2,649,470

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Jeffrey M. Solomon

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

2,649,470

---------------------------------------------------------------

(9)

Sole Dispositive Power

---------------------------------------------------------------

(10) Shared Dispositive Power

2,649,470

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

--------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Morgan B. Stark

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/

of a Group (See Instructions)

(b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

2,649,470

---------------------------------------------------------------

(9)

Sole Dispositive Power

---------------------------------------------------------------

(10)

Shared Dispositive Power

2,649,470

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Thomas W. Strauss

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) /x/ of a Group (See

Instructions) (b) / /

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

2,649,470

---------------------------------------------------------------

(9)

Sole Dispositive Power

---------------------------------------------------------------

(10)

Shared Dispositive Power

2,649,470

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,470

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

17.5%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Jerry W. Levin

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) / /

of a Group (See Instructions)

(b) /x/

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

300,129

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

300,129

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

300,129

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

2.0

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Steven R. Isko

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) / /

of a Group (See Instructions)

(b) /x/

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

71,766

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

71,766

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

71,766

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

-----------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

-----------------------------------------------------------------------------------------------

(1)	Names of Reporting Persons.

S.S. or Identification Nos. of above persons (entities only).

Michael A. Popson

-----------------------------------------------------------------------------------------------

(2)	Check the Appropriate Box if a Member (a) / /

of a Group (See Instructions)

(b) /x/

-----------------------------------------------------------------------------------------------

(3)	Sec Use Only

-----------------------------------------------------------------------------------------------

(4)	Source of Funds (see instructions)

-----------------------------------------------------------------------------------------------

(5)	Check if disclosure of legal proceedings is required pursuant to

Items 2(d) or 2(e).

-----------------------------------------------------------------------------------------------

(6)	Citizenship or Place of Organization

USA

-----------------------------------------------------------------------------------------------

Number of Shares

(7)

Sole Voting Power

Beneficially Owned

by Each Reporting

71,766

Person with:

---------------------------------------------------------------

(8)

Shared Voting Power

---------------------------------------------------------------

(9)

Sole Dispositive Power

71,766

---------------------------------------------------------------

(10)

Shared Dispositive Power

-----------------------------------------------------------------------------------------------

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

71,766

-----------------------------------------------------------------------------------------------

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) / /

-----------------------------------------------------------------------------------------------

(13)	Percent of Class Represented by Amount in Row (11)

Less than 1%

-----------------------------------------------------------------------------------------------

(14)	Type of Reporting Person (See Instructions)

------------------------------------------------------------------------------------------------

SCHEDULE 13D CUSIP No. 820013100

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed on March 9, 2006 ("Schedule 13D") by the Knightspoint Group and certain other persons related to the Common Stock of Sharper Image Corporation (the "Company"). Unless otherwise indicated, all capitalized terms in this Amendment No. 4 shall have the meanings set forth in the original Schedule 13D for such terms. This Amendment No. 4 amends the Schedule 13D to include the information set forth in each item below.

This Amendment No. 4 also reflects the addition of Steven R. Isko and Michael A. Popson as reporting members of the “Knightspoint Group,” as that term is defined in Item 2 of the Schedule 13D. This Amendment No. 4 to the Schedule 13D is being filed jointly by Knightspoint Partners II, L.P., Knightspoint Capital Management II LLC, Knightspoint Partners LLC, Michael Koeneke, David Meyer, Jerry W. Levin, Steven R. Isko, Michael A. Popson, Starboard Value and Opportunity Master Fund Ltd., Ramius Capital Group, LLC, C4S & Co., L.L.C., Ramius Advisors, L.L.C., Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark, Thomas W. Strauss, Parche, LLC and Admiral Advisors, LLC (collectively, the "Knightspoint Group").

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of the Schedule 13D is hereby amended by adding the following:

Steven R. Isko. Steven R. Isko is a Managing Partner of JW Levin Partners. Mr. Isko’s principal business address is 9 West 57th St., 26th Floor, New York, NY 10019. Mr. Isko is a U.S. citizen.

Michael A. Popson. Michael A. Popson is a Managing Partner of JW Levin Partners. Mr. Popson’s principal business address is 9 West 57th St., 26th Floor, New York, NY 10019. Mr. Isko is a U.S. citizen.

During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were 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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 2 of the Schedule 13D is hereby amended by adding the following:

The purchases of shares of Common Stock as set forth in Item 5(c) and were funded by working capital and/or personal funds of the Reporting Persons, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking additional Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, and, subject to compliance with applicable securities laws, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4. The information set forth below in Item 5(c) is hereby incorporated by reference into Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is amended as follows:

(a) and (b) As of the date hereof, the Knightspoint Group beneficially owns an aggregate of 3,183,465 shares of Common Stock, including stock options, representing approximately 21.1% of the 15,121,197 outstanding shares of Common Stock as of May 8, 2007 as reported by the Issuer to certain Reporting Persons. Excluding stock options, the Knightspoint Group owns an aggregate of 2,962,634 shares of Common Stock representing approximately 19.6% of the Company’s outstanding shares.

Each Reporting Person disclaims beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock deemed to be beneficially owned by the group solely as a result of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended.

As of the date hereof, Knightspoint Partners II, L.P. beneficially owns an aggregate of 82,000 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. Knightspoint Partners II, L.P. has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of the Schedule 13D, Knightspoint Partners LLC and Knightspoint Capital Management II LLC may both be deemed to have indirect beneficial ownership of the 82,000 shares of Common Stock held by Knightspoint Partners II, L.P. Knightspoint Partners LLC and Knightspoint Capital Management II LLC each have sole voting and dispositive power over the shares of Common Stock beneficially owned by it. In addition, by virtue of the relationships described under Item 2 of the Schedule 13D, Michael Koeneke and David Meyer may both be deemed to have indirect beneficial ownership of the shares of Common Stock held by Knightspoint Partners II, L.P. Messrs. Koeneke and Meyer share voting and dispositive power over the shares of Common Stock held by Knightspoint Partners II, L.P., but disclaim beneficial ownership of such shares. Messrs. Koeneke and Meyer also hold the right individually to exercise 4,167 options.

As of the date hereof, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 2,225,555 and 423,915 shares of Common Stock, respectively, constituting approximately 14.7% and 2.8%, respectively, of the outstanding Common Stock of the Company. As the investment manager of Starboard Value and Opportunity Master Fund Ltd. and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,649,470 shares, constituting approximately 17.5% of the issued and outstanding shares of the Company. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,649,470 shares, constituting approximately 17.5% of the outstanding Common Stock of the Company. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,649,470 shares, constituting approximately 17.5% of the outstanding Common Stock of the Company. As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 2,649,470 shares, constituting approximately 17.5% of the outstanding Common Stock of the Company. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon & Strauss disclaim beneficial ownership of such shares.

As of the date hereof, Jerry W. Levin beneficially owns an aggregate of 300,129 shares of Common Stock, including 128,965 options, representing 2.0% of the outstanding shares of Common Stock. Mr. Levin has sole voting and dispositive power over the shares of Common Stock beneficially owned by him.

As of the date hereof, Steven R. Isko beneficially owns an aggregate of 71,766 shares of Common Stock, including 41,766 options, representing less than 1.0% of the outstanding shares of Common Stock. Mr. Isko has sole voting and dispositive power over the shares of Common Stock beneficially owned by him.

As of the date hereof, Michael A. Popson beneficially owns an aggregate of 71,766 shares of Common Stock, including 41,766 options, representing less than 1.0% of the outstanding shares of Common Stock. Mr. Popson has sole voting and dispositive power over the shares of Common Stock beneficially owned by him.

(c) The following purchases of Common Stock have occurred within the last sixty days by the specified Reporting Person, all of which transactions were affected on May 23, 2007 in private sale transactions between the Reporting Person and various trusts of Richard Thalheimer. These purchases include:

Starboard Value and Opportunity Master Fund Ltd.
Date	Action	Shares	Price Per Share
May 23, 2007	Payment for shares	399,960	$9.25
May 23, 2007	Payment for shares	100,002	$9.25

May 23, 2007	Payment for shares	119,203	$9.25
May 23, 2007	Payment for shares	67,500	$9.25

Parche, LLC
Date	Action	Shares	Price Per Share
May 23, 2007	Payment for shares	58,722	$9.25
May 23, 2007	Payment for shares	33,673	$9.25
May 23, 2007	Payment for shares	25,632	$9.25
May 23, 2007	Payment for shares	12,766	$9.25

Knightspoint Partners II LP
Date	Action	Shares	Price Per Share
May 23, 2007	Payment for shares	25,000	$9.25

Jerry W. Levin IRA Rollover Trust
Date	Action	Shares	Price Per Share
May 23, 2007	Payment for shares	150,000	$9.25

Steven R. Isko
Date	Action	Shares	Price Per Share
May 23, 2007	Payment for shares	30,000	$9.25

Michael A. Popson
Date	Action	Shares	Price Per Share(1)
May 23, 2007	Payment for shares	30,000	$9.25

(d)

Not applicable.

(e)

Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT

TO SECURITIES OF THE ISSUER.

Messrs. Isko and Popson are Managing Partners and Members of JW Levin Partners LLC, which has entered into a Services Agreement with the Issuer. This Agreement was previously reported in the Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

99.1 Power of Attorney executed by David Meyer and Michael Koeneke authorizing both, or either of them, to sign and file Schedule 13Ds and related documents on behalf of Steven R. Isko and Michael A. Popson.

99.2 Purchase Agreement, dated May 16, 2007, by and between Richard Thalheimer 1997 Grantor Annuity Trusted dated 12/17/97 and Michael A. Popson.

99.3 Purchase Agreement, dated May 16, 2007, by and between Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Steven R. Isko.

99.4 Purchase Agreement, dated May 16, 2007, by and between Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Jerry W. Levin IRA Rollover Trust.

99.5 Purchase Agreement, dated May 16, 2007, by and between Richard Thalheimer Irrevocable Trust established 5/24/99 and Knightspoint Partners II LP.

99.6 Purchase Agreement, dated May 16, 2007, by and between Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05, Richard Thalheimer Children's Trust established 1/16/89, Richard & Elyse Thalheimer Irrevocable Trust established 5/16/95, Richard Thalheimer 1997 Annuity Trust established 1/28/97, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 and Richard Thalheimer Irrevocable Trust established 5/24/99, and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC.

SCHEDULE 13D CUSIP No. 820013100

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2007

KNIGHTSPOINT PARTNERS II, L.P.

By: Knightspoint Capital Management II LLC

Its: General Partner

By: Knightspoint Partners LLC

Its: Member

By: /s/ David Meyer

David Meyer, Managing Member

KNIGHTSPOINT CAPITAL MANAGEMENT II LLC

By: Knightspoint Partners LLC

Its: Member

By: /s/ David Meyer

David Meyer, Managing Member

KNIGHTSPOINT PARTNERS LLC

By:

/s/ David Meyer

David Meyer, Managing Member

/s/ David Meyer

David Meyer, individually and as attorney-in-fact for each of

Michael Glazer, David Glew, Michael Koeneke, Jerry W. Levin, Steven R. Isko, Michael A. Popson, Peter Weil, and Andrea Weiss

PARCHE, LLC

By: Admiral Advisors, LLC, its managing member

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

ADMIRAL ADVISORS, LLC

By: Ramius Capital Group, L.L.C., its sole member

RAMIUS CAPITAL GROUP, L.L.C.

By: C4S & Co., L.L.C., its Managing Member

C4S & CO., L.L.C.

By: /s/

Name: Jeffrey M. Solomon

Title: Authorized Signatory

By: /s/ Jeffrey M. Solomon

Jeffrey M. Solomon, individually

and as attorney-in-fact for Peter

A. Cohen, Morgan B. Stark, and

Thomas W. Strauss

The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as Exhibit 1 and Exhibit 2 to the Schedule 13D. The Power of Attorney authorizing David Meyer to sign and file this Schedule 13D on behalf of Steven R. Isko and Michael A. Popson is attached to the amendment as Exhibit 1.

SCHEDULE 13D CUSIP No. 820013100

AGREEMENT TO JOINTLY FILE SCHEDULE 13D

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Sharper Image, or any subsequent acquisitions or dispositions of equity securities of Sharper Image by any of the undersigned.

Dated: May 24, 2007

KNIGHTSPOINT PARTNERS II, L.P.

By: Knightspoint Capital Management II LLC

Its: General Partner

By: Knightspoint Partners LLC

Its: Member

By: /s/ David Meyer

David Meyer, Managing Member

KNIGHTSPOINT CAPITAL MANAGEMENT II LLC

By: Knightspoint Partners LLC

Its: Member

By: /s/ David Meyer

David Meyer, Managing Member

KNIGHTSPOINT PARTNERS LLC

By:

/s/ David Meyer

David Meyer, Managing Member

/s/ David Meyer

David Meyer, individually and as attorney-in-fact for each of Michael Glazer, David Glew, Michael Koeneke, Jerry W. Levin, Steven R. Isko, Michael A. Popson, Peter Weil, and Andrea Weiss

PARCHE, LLC

By: Admiral Advisors, LLC, its managing member

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

ADMIRAL ADVISORS, LLC

By: Ramius Capital Group, L.L.C., its sole member

RAMIUS CAPITAL GROUP, L.L.C.

By: C4S & Co., L.L.C., its Managing Member

C4S & CO., L.L.C.

By: /s/

Name: Jeffrey M. Solomon

Title: Authorized Signatory

By: /s/ Jeffrey M. Solomon

Jeffrey M. Solomon, individually

and as attorney-in-fact for Peter

A. Cohen, Morgan B. Stark, and

Thomas W. Strauss

EX-99.1 2 k70262_x991.htm POWER OF ATTORNEY

Exhibit 1

POWER OF ATTORNEY

The undersigned hereby appoints Michael Koeneke and David Meyer, or either of them, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's direct or indirect beneficial ownership of, or participation in a group with respect to, shares of common stock of Sharper Image Corporation, 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 Michael Koeneke and David Meyer, or either 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 unless revoked earlier in writing.

Date: May 24, 2006

/s/ Steven R. Isko

Steven R. Isko

/s/ Michael A. Popson

Michael A. Popson

EX-99.2 3 k70262_13dmay17x4.htm PURCHASE AGREEMENT

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 (the “Seller”), and Michael A. Popson (the “Purchaser”).

WITNESSETH:

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Purchaser desires to purchase, and the Seller desires to transfer and sell, at the Closing, the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of Sharper Image Corporation, a Delaware corporation (the “Company”), set forth opposite the Seller’s name on Exhibit A hereto (collectively, the “Shares”), for a purchase price of $9.25 per share, for an aggregate consideration of $277,500.00 (the “Purchase Price”).

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1.1Purchase of the Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Seller shall transfer and sell to the Purchaser the Shares in consideration of the Purchase Price, and the Purchaser shall purchase such Shares. The Purchaser shall make payment for such Shares by wire transfer of immediately available funds to bank accounts designated by the Seller at least 24 hours prior to the Closing.

ARTICLE II

CLOSING

Section 2.1 Closing. The transfer, purchase and sale of the Shares shall take place on the date hereof, but subject to all of the conditions set forth in Article III having been satisfied or waived, or such other time and date as the Seller and the Purchaser shall mutually agree either orally or in writing (which time and date are designated as the “Closing” and the “Closing Date”).

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser and (c) such other items reasonably requested by the Purchaser.

ARTICLE III

CONDITIONS TO CLOSING

Section 3.1 Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchaser in its sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

Section 3.2 Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Section 4.1 Organization; Good Standing; Qualification. The Seller, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 4.2 Authorization; Capacity. The Seller, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller, if it is a natural person, has

the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and such Seller’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of the Seller, and no other proceedings or actions on the part of the Seller are necessary to authorize this Agreement.

Section 4.3 Due Execution and Validity. This Agreement has been duly and validly executed by the Seller and delivered to the Purchaser, and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 4.4 Title to the Shares. The Seller has good and valid title to, is the holder of record of and owns beneficially the Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of any and all liens and, upon delivery by the Seller to the Purchaser of the Shares in accordance with this Agreement, good and valid title to the Shares will pass to the Purchaser. The Shares have been validly issued, are fully paid and non-assessable, and are not subject to any options, agreements or restrictions with respect to transferability arising from any agreement entered into by the Seller or its affiliates.

Section 4.5 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of the Seller to the extent such Seller is an entity.

Section 4.6 Ownership in the Company. Upon the consummation of the transactions contemplated hereby, and the concurrent sale by the Seller or its affiliates to other purchasers of Common Stock, other than 64,000 shares of Common Stock and options to purchase an additional 90,000 shares of Common Stock, the Seller and its affiliates do not own, beneficially or otherwise, directly or indirectly, any securities of the Company or any derivative security relating to the Common Stock.

Section 4.7 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau, or instrumentality is necessary or required as to the Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of the Seller in accordance with its terms.

Section 4.8 Information. The Seller acknowledges that it is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares and it is not relying on any information provided by the Purchaser and that no Purchaser has made any representations or warranties about the Company to the Seller.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.1 Organization; Good Standing; Qualification. The Purchaser, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 5.2 Authorization. The Purchaser, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The Purchaser, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If the Purchaser is an entity, the execution, delivery and performance by the Purchaser of this Agreement and the Purchaser’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of the Purchaser, and no other proceedings or actions on the part of the Purchaser is are necessary to authorize this Agreement.

Section 5.3 Due Execution and Validity. This Agreement has been duly and validly executed by the Purchaser and delivered to the Seller, and constitutes the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 5.4 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of the Purchaser to the extent the Purchaser is an entity.

Section 5.5 Purchase Entirely for Own Account. The Shares to be purchased by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

Section 5.6 Information. The Purchaser acknowledges that it has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to review the Company’s facilities, is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares. The Purchaser believes it has received all the information it has requested and such information

it considers necessary or appropriate for deciding whether to purchase the Shares. The Purchaser acknowledges that (a) Richard Thalheimer has not served as a member of the Company’s board of directors since December 30, 2006 and (b) it is not relying on any information provided by the Seller and that the Seller has not made any representations or warranties about the Company to the Purchaser.

Section 5.7 Reliance Upon Purchaser’s Representations. The Purchaser understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the sale of the Shares provided for in this Agreement is exempt from registration under the Securities Act.

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

Section 5.9 Restricted Securities. The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Shares or an available exemption from registration under the Securities Act, the Shares must be held for so long as is required by the Securities Act. To the extent applicable, the Purchaser understands and agrees that the certificate or any other document evidencing any of the Shares shall be endorsed with a legend in substantially the same form as set forth below:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION NOR ANY SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES HAS REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED BY THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR

THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Information. The Purchaser and the Seller (a) acknowledges that he, she or it has been informed that the other party or his, her or its agents may currently possess, and later may come into possession of, material non-public information not known to him, her or it and that may be material to a decision to purchase or sell the Shares, as the case may be, and the Purchaser has determined to purchase the Shares and the Seller has determined to sell the Shares notwithstanding the other party’s knowledge of such information; (b) agrees that he, she or it shall not have any liability whatsoever to the other party with respect to the nondisclosure of such information in connection with the purchase by the Purchaser and the sale by the Seller of the Shares; (c) irrevocably waives and releases all claims which he, she or it might otherwise have with respect to the nondisclosure of such information in connection with the purchase by the Purchaser and the sale by the Seller of the Shares, whether before or after the date hereof.

Section 6.2 Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its respective commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the transfer, purchase and sale of the Shares pursuant to this Agreement, including using commercially reasonable efforts to ensure satisfaction of the conditions precedent to each party’s obligations hereunder.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification of the Purchaser by the Seller. The Seller shall indemnify and hold harmless the Purchaser (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Purchaser, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Seller in this Agreement, whether or not arising out of a third-party claim.

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents,

affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Seller, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement, whether or not arising out of a third-party claim.

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 8.1 Survival of Representations and Warranties. The representations and warranties made by the Seller contained in Article IV of this Agreement and the representations and warranties made by the Purchaser contained in Article V of this Agreement shall survive the Closing.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Entire Agreement. This Agreement, together with any other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement among the parties hereto and their respective affiliates with respect to the subject matter hereof and supersedes all prior contracts, agreements and understandings, whether written or oral, among the parties hereto and their respective affiliates with respect to the subject matter hereof.

Section 9.2 Binding Effect; Assignment; No Third-Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, permitted assigns and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted successors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchaser or the Seller to any person, without the prior written consent of the other party; provided, that the Purchaser shall have the right to assign its rights, interests and obligations hereunder to its affiliates without the consent of the Seller.

force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. Furthermore, in lieu of (and to the extent of) each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 9.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

Section 9.5 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

Section 9.7 Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by each of the parties hereto so long as each counterpart shall be signed and delivered by one or more of the of the parties hereto and so long as the other parties hereto shall sign and deliver at least one counterpart.

Section 9.8 Preparation of Agreement. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLER:

RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

By:

___________________________________

Name:

Title:

MICHAEL A. POPSON

By: ___________________________________

Name:

Title:

Exhibit A

Purchaser

Seller

Shares to be Purchased/Sold

Michael A. Popson

Richard Thalheimer 1997 Grantor Annuity

30,000

Trust dated 12/17/97

EX-99.3 4 k70262_13dmay17x1.htm PURCHASE AGREEMENT

PURCHASE AGREEMENT

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

ARTICLE II

CLOSING

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser, and (c) such other items reasonably requested by the Purchaser.

ARTICLE III

CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI

ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents,

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX

MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLER:

RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

By:

___________________________________

Name:

Title:

STEVEN R. ISKO

By: ___________________________________

Name:

Title:

Exhibit A

Purchaser

Seller

Shares to be Purchased/Sold

Steven R. Isko

Richard Thalheimer 1997 Grantor Annuity

30,000

Trust dated 12/17/97

EX-99.4 5 k70262_13dnay17x2.htm PURCHASE AGREEMENT

PURCHASE AGREEMENT

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

ARTICLE II

CLOSING

Section 2.2 Deliveries at the Closing. At the Closing, the Seller shall deliver to the Purchaser (a) Shares registered in the name of the Purchaser in certificated or book entry form as specified by the Purchaser to the Seller in writing, (b) an instruction letter from the Seller to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchaser as specified by the Purchaser, and (c) such other items reasonably requested by the Purchaser.

ARTICLE III

CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI

ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents,

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX

MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLER:

RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

By:

___________________________________

Name:

Title:

JERRY W. LEVIN IRA ROLLOVER TRUST

By: ___________________________________

Name:

Title:

Exhibit A

Purchaser

Seller

Shares to be Purchased/Sold

Jerry W. Levin IRA Rollover Trust

Richard Thalheimer 1997

150,000

Grantor Annuity Trust

dated 12/17/97

EX-99.5 6 k70262_13dmay17x3.htm PURCHASE AGREEMENT

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Irrevocable Trust established 5/24/99 (the “Seller”), and Knightspoint Partners II LP (the “Purchaser”).

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

ARTICLE II

CLOSING

ARTICLE III

CONDITIONS TO CLOSING

(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and such Seller’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of the Seller, and no other proceedings or actions on the part of the Seller are necessary to authorize this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that:

Section 5.8 Accredited Investor. The Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION NOR ANY SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES HAS REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED BY THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR

THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI

ADDITIONAL AGREEMENTS

ARTICLE VII

INDEMNIFICATION

Section 7.2 Indemnification of the Seller by the Purchaser. The Purchaser shall indemnify and hold harmless the Seller (and its officers, employees, partners, agents,

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE IX

MISCELLANEOUS

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Seller and the Purchaser.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLERS:

RICHARD THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/24/99

By:

___________________________________

Name:

Title:

KNIGHTSPOINT PARTNERS II LP

By: ___________________________________

Name:

Title:

Exhibit A

Purchaser

Seller

Shares to be Purchased/Sold

Knightspoint Partners II LP

Richard Thalheimer Irrevocable

25,000

Trust Established 5/24/99

EX-99.6 7 k70262_13dmay17x5.htm PURCHASE AGREEMENT

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05, Richard Thalheimer Children’s Trust established 1/16/89, Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95, Richard Thalheimer 1997 Annuity Trust established 1/28/97, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, and Richard Thalheimer Irrevocable Trust established 5/24/99 (each, a “Seller” and, collectively, the “Sellers”), and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC (each, a “Purchaser” and collectively, the “Purchasers”).

WITNESSETH:

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Purchasers desire to purchase, and each Seller desires to transfer and sell, at the Closing, the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of Sharper Image Corporation, a Delaware corporation (the “Company”), set forth opposite each Seller’s name on Exhibit A hereto (collectively, the “Shares”), for a purchase price of $9.25 per share, for an aggregate consideration of $7,561,486.50 (the “Purchase Price”).

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1.1 Purchase of the Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Sellers shall transfer and sell to the Purchasers the Shares in consideration of the Purchase Price, and the Purchasers shall purchase such Shares. The Purchasers shall make payment for such Shares by wire transfer of immediately available funds to bank accounts designated by the Sellers at least 24 hours prior to the Closing.

ARTICLE II

CLOSING

Section 2.1 Closing. The transfer, purchase and sale of the Shares shall take place on the date hereof, but subject to all of the conditions set forth in Article III having been satisfied or waived, or such other time and date as the Sellers and the Purchasers shall mutually agree either orally or in writing (which time and date are designated as the “Closing” and the “Closing Date”).

Section 2.2 Deliveries at the Closing. At the Closing, the Sellers shall deliver to the Purchasers (a) Shares registered in the name of the Purchasers in certificated or book

entry form as specified by the Purchasers to the Sellers in writing, (b) an instruction letter from the Sellers to the transfer agent for the Common Stock directing that the certificates for the Shares be issued in the name of the Purchasers as specified by the Purchasers and (c) such other items reasonably requested by the Purchaser.

ARTICLE III

CONDITIONS TO CLOSING

Section 3.1 Conditions to the Purchasers’ Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchasers in their sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Sellers set forth in Article IV shall be true and correct in all material respects as of the Closing Date.

Section 3.2 Conditions to the Sellers’ Obligations. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Sellers in their sole discretion, in whole or in part:

(a) Each of the representations and warranties of the Purchasers set forth in Article V shall be true and correct in all material respects as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller represents and warrants to the Purchasers that:

Section 4.1 Organization; Good Standing; Qualification. Such Seller, if it is an entity, is duly formed, validly existing and in good standing under the laws of its

jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 4.2 Authorization; Capacity. Such Seller, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If such Seller is an entity, the execution, delivery and performance by such Seller of this Agreement and such Seller’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of such Seller, and no other proceedings or actions on the part of such Seller are necessary to authorize this Agreement.

Section 4.3 Due Execution and Validity. This Agreement has been duly and validly executed by such Seller and delivered to the Purchasers, and constitutes the legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 4.4 Title to the Shares. Such Seller has good and valid title to, is the holder of record of and owns beneficially the Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of any and all liens and, upon delivery by such Seller to the Purchasers of the Shares in accordance with this Agreement, good and valid title to the Shares will pass to the Purchasers. The Shares have been validly issued, are fully paid and non-assessable, and are not subject to any options, agreements or restrictions with respect to transferability arising from any agreement entered into by such Seller or its affiliates.

Section 4.6 Ownership in the Company. Upon the consummation of the transactions contemplated hereby, and the concurrent sale by the Sellers or their respective affiliates to other purchasers of Common Stock, other than 64,000 shares of Common Stock and options to purchase an additional 90,000 shares of Common Stock, the Sellers and their respective affiliates do not own, beneficially or otherwise, directly or indirectly, any securities of the Company or any derivative security relating to the Common Stock.

Section 4.7 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau, or instrumentality is necessary or required as to such Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of such Seller in accordance with its terms.

Section 4.8 Information. Each Seller acknowledges that it is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares and it is not relying on any information provided by the Purchasers and that no Purchaser has made any representations or warranties about the Company to such Seller.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

The Purchasers hereby represents and warrants to each Seller that:

Section 5.1 Organization; Good Standing; Qualification. Such Purchaser, if it is an entity, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

Section 5.2 Authorization. Such Purchaser, if it is an entity, has full power to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The Purchaser, if it is a natural person, has the legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. If the Purchaser is an entity, the execution, delivery and performance by such Purchaser of this Agreement and such Purchaser’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of or on the part of such Purchaser, and no other proceedings or actions on the part of such Purchaser are necessary to authorize this Agreement.

Section 5.3 Due Execution and Validity. This Agreement has been duly and validly executed by such Purchaser and delivered to each Seller, and constitutes the legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally.

Section 5.4 No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any organizational document of such Purchaser to the extent the Purchaser is an entity.

Section 5.5 Purchase Entirely for Own Account. The Shares to be purchased by each Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

Section 5.6 Information. Each Purchaser acknowledges that it has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to review the Company’s facilities, is familiar with the business, financial condition and affairs of the Company and is therefore able to determine fair value for the sale of the Shares. Each Purchaser believes it has received all the information it has requested and such information it considers necessary or appropriate for deciding whether to purchase the Shares. Each Purchaser acknowledges that (a) Richard Thalheimer has not served as a member of the Company’s board of directors since December 30, 2006 and (b) it is not relying on any information provided by any Seller and that no Seller has made any representations or warranties about the Company to such Purchaser.

Section 5.7 Reliance Upon Purchasers’ Representations. Each Purchaser understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the sale of the Shares provided for in this Agreement is exempt from registration under the Securities Act.

Section 5.8 Accredited Investor. Each Purchaser is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof).

Section 5.9 Restricted Securities. Each Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Shares or an available exemption from registration under the Securities Act, the Shares must be held for so long as is required by the Securities Act. To the extent applicable, each Purchaser understands and agrees that the certificate or any other document evidencing any of the Shares shall be endorsed with a legend in substantially the same form as set forth below:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION NOR

ANY SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES HAS REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED BY THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Information. Each Purchaser and each Seller (a) acknowledges that he, she or it has been informed that the other party or his, her or its agents may currently possess, and later may come into possession of, material non-public information not known to him, her or it and that may be material to a decision to purchase or sell the Shares, as the case may be, and each Purchaser has determined to purchase the Shares and each Seller has determined to sell the Shares notwithstanding the other party’s knowledge of such information; (b) agrees that he, she or it shall not have any liability whatsoever to the other party with respect to the nondisclosure of such information in connection with the purchase by each Purchaser and the sale by each Seller of the Shares; (c) irrevocably waives and releases all claims which he, she or it might otherwise have with respect to the nondisclosure of such information in connection with the purchase by each Purchaser and the sale by such Seller of the Shares, whether before or after the date hereof.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification of the Purchasers by the Sellers. Each Seller shall indemnify and hold harmless each Purchaser (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by each Purchaser, directly or indirectly, as a result

of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by such Seller in this Agreement, whether or not arising out of a third-party claim.

Section 7.2 Indemnification of the Sellers by the Purchasers. Each Purchaser shall indemnify and hold harmless each Seller (and its officers, employees, partners, agents, affiliates and controlling parties) from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including without limitation interest, penalties, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, asserted against, resulting to, imposed upon, or incurred or suffered by such Seller, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of or any alleged inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by the Purchasers in this Agreement, whether or not arising out of a third-party claim.

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 8.1 Survival of Representations and Warranties. The representations and warranties made by the Sellers contained in Article IV of this Agreement and the representations and warranties made by the Purchasers contained in Article V of this Agreement shall survive the Closing.

ARTICLE IX

MISCELLANEOUS

Section 9.2 Binding Effect; Assignment; No Third-Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, permitted assigns and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted successors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchasers or the Sellers to any person, without the prior written consent of the other party; provided, that the Purchasers

shall have the right to assign its rights, interests and obligations hereunder to its affiliates without the consent of the Sellers.

Section 9.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. Furthermore, in lieu of (and to the extent of) each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 9.6 Amendment. This Agreement may be amended at any time, provided that any such amendment is in writing and is approved by the Sellers and the Purchasers.

interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLERS:

RICHARD THALHEIMER REVOCABLE TRUST ESTABLISHED 3/6/89

RICHARD THALHEIMER 2005 ANNUITY TRUST ESTABLISHED 7/29/05

RICHARD THALHEIMER CHILDREN’S TRUST ESTABLISHED 1/16/89

RICHARD &ELYSE THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/16/95

RICHARD THALHEIMER 1997 ANNUITY TRUST ESTABLISHED 1/28/97

RICHARD THALHEIMER 1997 GRANTOR ANNUITY TRUST DATED 12/17/97

RICHARD THALHEIMER IRREVOCABLE TRUST ESTABLISHED 5/24/99

	By:	/s/ Richard Thalheimer

Name: Richard Thalheimer

Title: Trustee, Revocable Trust/2005 Annuity Trust/ 1997 Annuity Trust/ 1997 Grantor Annuity Trust

	By:	/s/ John R. Comyns

Name: John R. Comyns

Title: Trustee of Richard Thalheimer Children’s Trust dated 1/16/89/ Richard & Elyse Thalheimer Irrevocable Trust dated 5/16/95 / Richard Thalheimer Irrevocable Trust dated 5/24/99

	STARBOARD VALUE AND OPPORTUNITY
	MASTER FUND LTD.
	PARCHE, L C L

By:	/s/ Jeffrey A. Solomon

	Name: Jeffrey A. Solomon
	Title: Authorizing Signatory

Exhibit A

Purchasers

Sellers

Shares to be Purchased/Sold

Starboard Value and

Richard Thalheimer Revocable Trust

399,960

Opportunity Master Fund Ltd.

established 3/6/89

Starboard Value and

Richard Thalheimer 2005 Annuity Trust

100,002

Opportunity Master Fund Ltd.

established 7/29/05

Starboard Value and

Richard Thalheimer Children’s Trust

67,500

Opportunity Master Fund Ltd.

established 1/16/89

Starboard Value and

Richard&Elyse Thalheimer Irrevocable

119,203

Opportunity Master Fund Ltd.

Trust established 5/16/95

Parche, LLC

12,766

Parche, LLC

Richard Thalheimer 1997 Annuity Trust

33,673

established 1/28/97

Parche, LLC

Richard Thalheimer 1997 Grantor Annuity

58,722

Trust dated 12/17/97

Parche, LLC

Richard Thalheimer Irrevocable Trust

25,632

established 5/24/99