-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALBXWcGckLge23yz2KKGZDkEd4rTO3xOwlRY4Nwvtzvn0iJ6yNZKUID3XzPwuNEX KdKr9njCbCgNfiHb6wAOtw== 0000914760-06-000151.txt : 20060920 0000914760-06-000151.hdr.sgml : 20060920 20060920163007 ACCESSION NUMBER: 0000914760-06-000151 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060920 DATE AS OF CHANGE: 20060920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASHWORTH INC CENTRAL INDEX KEY: 0000820774 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 841052000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41392 FILM NUMBER: 061100392 BUSINESS ADDRESS: STREET 1: 2765 LOKER AVE WEST CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604386610 MAIL ADDRESS: STREET 1: 2765 LOKER AVENUE WEST CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER GOLF INC DATE OF NAME CHANGE: 19920703 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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities and Exchange Act of 1934

(Amendment No. 4)

ASHWORTH, INC.

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

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

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

(Title of Class of Securities)

04516H101

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

(CUSIP Number)

with a copy to:
David Meyer c/o Knightspoint Partners LLC 787 Seventh Avenue, 9th Floor New York, New York 10019 (212) 786-6050	Stanley H. Meadows, P.C Heidi J. Steele McDermott Will & Emery LLP 227 West Monroe Street Chicago, Illinois 60606 (312) 372-2000

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

(Name, Address and Telephone Number of

Persons Authorized to Receive Notices and Communications)

SEPTEMBER 18, 2006

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

(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. o

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).

CUSIP NO. 04516H101

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 200
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 200
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

200

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

(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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 200
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 200
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

200

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

(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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 200
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 200
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

200

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

(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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 18,200
	------------------------------------------------------------
	(8)	Shared Voting Power 200
	------------------------------------------------------------
	(9)	Sole Dispositive Power 18,200
	------------------------------------------------------------
	(10)	Shared Dispositive Power 200

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

18,400

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

(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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 38,808
	------------------------------------------------------------
	(8)	Shared Voting Power 200
	------------------------------------------------------------
	(9)	Sole Dispositive Power 38,808
	------------------------------------------------------------
	(10)	Shared Dispositive Power 200

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

39,008

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

(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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 1,063,821
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 1,063,821
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,063,821

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

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

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

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

7.3%

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

(14)	Type of Reporting Person (See Instructions)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 202,634
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 202,634
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

202,634

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

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

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

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

1.4%

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

(14)	Type of Reporting Person (See Instructions)

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

(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)

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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 1,266,455
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 1,266,455
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(1)	Names of Reporting Persons.

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

Ramius Capital Group, LLC

13-3937658

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 1,266,455
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 1,266,455
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

OO IA

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

(1)	Names of Reporting Persons.

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

C4S & Co., LLC

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)

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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 1,266,455
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 1,266,455
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(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)

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

USA

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

Number of Shares Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 0
	------------------------------------------------------------
	(8)	Shared Voting Power 1,266,455
	------------------------------------------------------------
	(9)	Sole Dispositive Power 0
	------------------------------------------------------------
	(10)	Shared Dispositive Power 1,266,455

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(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)

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

USA

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

Number of Shares Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 0
	------------------------------------------------------------
	(8)	Shared Voting Power 1,266,455
	------------------------------------------------------------
	(9)	Sole Dispositive Power 0
	------------------------------------------------------------
	(10)	Shared Dispositive Power 1,266,455

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(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)

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

USA

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

Number of Shares Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 0
	------------------------------------------------------------
	(8)	Shared Voting Power 1,266,455
	------------------------------------------------------------
	(9)	Sole Dispositive Power 0
	------------------------------------------------------------
	(10)	Shared Dispositive Power 1,266,455

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(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)

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

USA

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

Number of Shares Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 0
	------------------------------------------------------------
	(8)	Shared Voting Power 1,266,455
	------------------------------------------------------------
	(9)	Sole Dispositive Power 0
	------------------------------------------------------------
	(10)	Shared Dispositive Power 1,266,455

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,455

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

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

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

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

8.7%

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

(14)	Type of Reporting Person (See Instructions)

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

(1)	Names of Reporting Persons.

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

Black Sheep Partners, 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)

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 41,678
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 41,678
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

41,678

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

(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)

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

(1)	Names of Reporting Persons.

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

Brian Black

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

(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

USA

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

Number of Shares Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 41,678
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 41,678
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

41,678

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

(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)

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

(1)	Names of Reporting Persons.

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

Peter M. Weil

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

(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 Beneficially Owned by Each Reporting Person with:	(7)	Sole Voting Power 31,308
	------------------------------------------------------------
	(8)	Shared Voting Power 0
	------------------------------------------------------------
	(9)	Sole Dispositive Power 31,308
	------------------------------------------------------------
	(10)	Shared Dispositive Power 0

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

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

31,308

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

(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)

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

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed on January 23, 2006, as amended to date (“Schedule 13D”) by the Reporting Persons listed below. 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 of this Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 is hereby amended to add the following:

Mr. Weil is no longer considered to be a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Statement. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Company to the extent required by applicable law.

ITEM 4.

PURPOSE OF TRANSACTION.

On May 5, 2006, the Reporting Persons and the Company (together, the “Parties”) entered into a Settlement Agreement (the “Settlement Agreement”), a copy of which was previously filed with this Schedule 13D and is incorporated herein by reference. Pursuant to the Settlement Agreement, the Knightspoint Group withdrew (i) its nominations of Michael S. Koneke, David M. Meyer, Michael Hecht, Andrea Weiss, Peter M. Weil and Michael Glazer for election to the Board at the 2006 Annual Meeting and (ii) each of the other proposals set forth in the Knightspoint Group notice dated December 22, 2005 (the “Notice”) and all other stockholder proposals with respect to the 2006 Annual Meeting. The Company pursuant to the Board’s written consent effective May 8, 2006 (i) increased the size of the Board of Directors by two and filled the newly-created seats by appointing Mr. Meyer to serve as a Class III Director and Mr. Weil to serve as a Class II Director, (ii) agreed to authorize the further increase of the size of the Board by one to be effective upon the appointment of a new director to the Board, which new director shall be mutually agreed to by the Knightspoint Group, on the one hand and the Company’s current Board, on the other, (the “Third Director”) and at such time, the board shall take appropriate action to cause the Third Director to serve as a Class II director and move Mr. Weil so that he will serve as a Class I director; (iii) created a Special Committee of the Board, which has the oversight responsibility of the Company’s strategic alternatives process and included Mr. Meyer and Mr. Weil as members; and (iv) appointed Mr. Meyer to the Compensation and Human Resources Committee of the Board. The Company further caused to be nominated for election as directors the Board of Directors at the 2006 Annual Meeting each of (x) the existing directors of the Company, (y) Mr. Meyer to serve as a Class III director and (z) Mr. Weil to serve as a Class II Director. Mr. Meyer was elected as a Class III director and Mr. Weil was elected as a Class II Director at the Company’s annual meeting held on July 17, 2006.

Under the Settlement Agreement, the Company agreed that the members of the Knightspoint Group shall be entitled to nominate directors and propose other business at the 2007 annual meeting of stockholders, provided that such members comply with all applicable provisions of the Company’s Bylaws, as currently in effect, and the Company will not take any

action to preclude members of the Knightspoint Group from nominating directors or proposing other business at the 2007 Annual Meeting, but any such nomination or proposal must be submitted in compliance with the applicable provisions of the Company’s Bylaws, as currently in effect, and other applicable law. If the Third Director is not elected to the Board at the 2006 Annual Meeting, the Company agreed to cause the Third Director to be nominated for election to the Board at the 2007 Annual Meeting, to serve as a Class II director, publicly support and recommend that the Company’s stockholders vote to elect the Third Director to the Board at the 2007 Annual Meeting, and solicit authority (and the Company’s proxy shall so solicit) to vote for the Third Director at the 2007 Annual Meeting.

So long as the Company has not breached the Settlement Agreement, each member of the Knightspoint Group (as such group was comprised at the execution of the Settlement Agreement) severally, and not jointly, agreed that during the period commencing on May 5, 2006 and ending on the termination date of the Settlement Agreement, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, he, she or it will not, and will cause each of his, her or its officers, agents and other Persons, including any affiliates or associates identified in the Schedule 13D, but excluding the Other Reporting Persons (except for Peter M. Weil), acting on his, her or its behalf not to: (i) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the Securities and Exchange Commission (“SEC”) under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), advise, encourage or influence any person with respect to the voting of any Voting Securities (as defined in the Settlement Agreement) of the Company with respect to the 2006 Annual Meeting in a manner that is inconsistent with the terms of this Agreement; or otherwise “solicit” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of stockholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 or exempt solicitations pursuant to Rule 14a-2(b)(1) Rule 14a-2(b)(2) under the Exchange Act or otherwise induce or encourage any other Person to initiate any such stockholder proposal; (ii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities, other than a “group” that includes all or some lesser number of the persons identified as “Reporting Persons” in the Schedule 13D, but does not include any other members who are not currently identified as Reporting Persons; (iii) other than as previously disclosed in the Schedule 13D, deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities of the Company, except as expressly set forth in this Agreement; (iv) enter into any arrangements, understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person in connection with any of the foregoing, or make any investment in or enter into any arrangement with, any other person that engages, or offers or proposes to engage, in any of the foregoing; (v) discuss or communicate any confidential information with respect to the Company and its business, including but not limited to information related to the evaluation of any strategic alternatives under consideration by the Board, with one of its nominees who had previously served as a director of the Company; or (vi) take or cause or induce others to take any action inconsistent with any of the foregoing. The Settlement Agreement provides that the foregoing shall not be deemed to prohibit (y) any of the members of the Knightspoint Group who are directors of the Company from engaging in any lawful acts that they deem appropriate in the exercise of their fiduciary duties as directors of the Company or (z)

any members of the Knightspoint Group from making any public statements regarding the Company in response to any public communication or announcement with respect to the Company, including, without limitation, in connection with any public proposal, stockholder vote or with respect to any publicly proposed strategic alternatives related to the Company, but not including any public statement with respect to the stockholder vote at the 2006 Annual Meeting of the Company regarding the Company’s nominees for director as the 2006 Meeting.

The Settlement Agreement shall remain in effect from May 5, 2006 to the earlier of (i) 130 days prior the date of the 2007 Annual Meeting and (ii) ten days before the date by which stockholder notices must be delivered to the Company for the 2007 Annual Meeting pursuant to the Company’s bylaws (the “Standstill Period”).

Under the Settlement Agreement, the Knightspoint Group released the Company from claims in connection with the proxy solicitation, including the nomination and election of directors at the 2006 annual meeting. The Company released the Knightspoint Group from any claims in connection with the proxy solicitation, any Schedule 13D filings or proxy filings. In accordance with the Settlement Agreement, the Parties issued a press release on May 5, 2006 announcing the execution of the Settlement Agreement, a copy of which was previously filed with this Schedule 13D and is incorporated herein by reference.

In addition to the foregoing, the members of the Knightspoint Group routinely monitor the performance of their investments in the Company. In this connection, the members of the Knightspoint Group intend to continuously evaluate the Company's business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the members of the Knightspoint Group have and may in the future seek the views of, hold active discussions with and respond to inquiries from members of the board of directors, officers or representatives of the Company and other persons regarding the Company's affairs and strategic alternatives, and the interests of other stockholders in participating in such alternatives. Depending on such evaluations, the members of the Knightspoint Group may, at any time and from time to time, purchase additional shares of Common Stock or may dispose of any and all shares of Common Stock held by them. The members of the Knightspoint Group may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, policies, operations, capital structure or business of the Company, including a possible recapitalization or sale of the Company. In connection with these and other plans or proposals that the Knightspoint Group may develop, the members of the Knightspoint Group may conduct investigations and, if warranted by such review, make and negotiate proposals to and with the Company concerning the matters addressed in the preceding sentence, and may enter into agreements with the Company in connection with those negotiations and proposals, including confidentiality and/or other arrangements.

Except as set forth in this Schedule 13D or as contemplated by the Settlement Agreement, the Knightspoint Group does not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Knightspoint Group reserves the right to formulate plans or make proposals, and take such action with respect to their investment in the Company,

including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) As of the date hereof, the Reporting Persons own an aggregate of 1,396,449 shares of Common Stock (including Common Stock held by Mr. Weil), representing approximately 9.6% of the outstanding shares of Common Stock based upon 14,520,175 shares reported by the Company to be outstanding as of August 31, 2006, as reported in its Quarterly Report on Form 10-Q for the quarter ended July 31, 2006. As of the date hereof, the Knightspoint Group owns an aggregate of 1,365,141 shares of Common Stock, representing approximately 9.4% of the outstanding shares of Common Stock. As of the date hereof, Mr. Weil owned an aggregate of 31,308 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock.

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 200 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, Knightspoint Partners LLC and Knightspoint Capital Management II LLC may both be deemed to have indirect beneficial ownership of the 200 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, Michael Koeneke and David Meyer may both be deemed to have indirect beneficial ownership of the 200 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.

As of the date hereof, Mr. Koeneke individually owns an additional 18,200 representing less than 1% of the outstanding shares of Common Stock. Mr. Koeneke has sole voting and dispositive power over the shares of Common Stock held by him personally.

As of the date hereof, Mr. Meyer individually owns an additional 38,808, including 2,308 options currently exercisable and 2,500 options exercisable on November 1, 2006, representing less than 1% of the outstanding shares of Common Stock. Mr. Koeneke has sole voting and dispositive power over the shares of Common Stock held by him personally.

As of the date hereof, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 1,063,821 and 202,634 shares of Common Stock, respectively, constituting approximately 7.3% and 1.4%, respectively, of the outstanding shares of Common Stock. 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 1,266,455 shares, constituting approximately 8.7% of the outstanding shares of Common Stock. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, 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 1,266,455 shares, constituting approximately 8.7% of the outstanding shares of Common Stock. As the managing member of Ramius Capital Group, LLC, C4S & Co., 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 1,266,455 shares, constituting approximately 8.7% of the outstanding shares of Common Stock. As the managing members of C4S & Co., LLC, each of Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark 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 1,266,455 shares, constituting approximately 8.7% of the outstanding shares of Common Stock. Each of Messrs. Cohen, Solomon, Stark 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, Solomon, Stark and Strauss disclaim beneficial ownership of such shares.

As of the date hereof, Black Sheep Partners, LLC beneficially owns an aggregate of 41,678 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. Black Sheep, LLC has 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, Brian Black may be deemed to have indirect beneficial ownership of the 41,678 shares of Common Stock held by Black Sheep Partners, LLC. Mr. Black has sole voting and dispositive power over the shares of Common Stock held by Black Sheep Partners, LLC.

As of the date hereof, Peter Weil beneficially owns an aggregate of 31,308 shares of Common Stock, including 2,308 options currently exercisable and 27,500 options exercisable within 60 days of the date hereof, representing less than 1% of the outstanding shares of Common Stock. Mr. Weil 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 in the sixty day period prior to the date of the filing of this Amendment to the Schedule 13D. All of these purchases were effected in open market purchases:

Starboard Value and Opportunity Master Fund Ltd.

Date

Number of Shares

Price Per Share ($) (1)

9/15/06

21,000

7.0000

9/18/06

231,000

7.0000

(1) Excludes commissions and other execution-related costs.

Parche, LLC

Date

Number of Shares

Price Per Share ($) (1)

9/15/06

4,000

7.0000

9/18/06

44,000

7.0000

(1) Excludes commissions and other execution-related costs.

(d)

Not applicable.

(e)

Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

On September 12, 2006, the Company announced the appointment of Peter M. Weil to the newly-formed Office of the Chairman. Concurrent with his appointment to the Office of the Chairman, M. Weil entered into an agreement, effective as of September 12, 2006, with the Company whereby Mr. Weil will provide expertise and counsel on corporate management and operations and decision-making within the Office of the Chairman (the “Weil Agreement”) on an at-will basis. All assignments under the Weil Agreement must be approved by mutual agreement of Mr. Weil and either the Chairman of the Board or the Board. In consideration of the essentially full-time commitments associated with the duties under the Weil Agreement, as well as his continuing duties as director, Mr. Weil will receive a cash retainer of $30,000 per month and a non-qualified stock option grant to purchase 25,000 shares with an exercise price equal to 100% of fair market value of the stock on the grant date and vesting over a three-month period on a daily basis. If the Weil Agreement is not terminated earlier, an option grant to purchase 25,000 shares with comparable terms and conditions shall be made on each three-month anniversary of September 12, 2006. Vesting shall cease upon termination of the Weil Agreement, and the options will be exercisable for a period of five years after the grant date. The options granted pursuant to the Weil Agreement are in addition to, and not in lieu of, options grants to Mr. Weil for his continuing service on the Board. Mr. Weil will not receive a separate cash retainer or per Board meeting fees for his continuing service as Director of the Board. Provided that he submits verification of expenses as the Company may reasonably require, Mr. Weil shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with the performance of his services under the Weil Agreement. A copy of the Weil Agreement is filed herewith as Exhibit 10 and is incorporated herein by reference.

As described in Item 2 of this Amendment No. 4, Mr. Weil is no longer considered to be a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Statement. The summary of the Weil Agreement set forth above is included in this Amendment No. 4 because the Weil Agreement was entered into by the Company and Mr. Weil prior to filing this Amendment No. 4 with the SEC.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

*1.	Power of Attorney executed by David Meyer, Michael Koeneke, Black Sheep Partners, LLC, Brian Black, Michael Glazer, H. Michael Hecht, Peter M. Weil and Andrea Weiss authorizing Michael Koeneke and David Meyer, or either of them, to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney.
*2.	Power of Attorney executed by Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark and Thomas W. Strauss authorizing Peter A. Cohen, Jeffrey M. Solomon, Morgan B. Stark and Thomas W. Strauss, or any of them, to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney.
*3.	Joint Filing Agreement, dated January 20, 2006, between and among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
*4.	Letter from Knightspoint Partners II, L.P. to the Company, dated December 22, 2005, providing notice of director nominations and other business for the 2006 Annual Meeting of stockholders.
*5.	Press release issued on February 27, 2006, incorporated herein by reference to the filing on Schedule 14A, pursuant to Rule 14a-12 under Securities Exchange Act of 1934, as amended, by the Knightspoint Group on February 27, 2006.
*6.	Preliminary Proxy Statement on Schedule 14A of the Knightspoint Group filed with the Securities and Exchange Commission, incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 2, 2006 by the Knightspoint Group.
**7.	Preliminary Proxy Statement on Schedule 14A of the Knightspoint Group filed with the Securities and Exchange Commission, incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 23, 2006 by the Knightspoint Group.
***8.	Settlement Agreement among Knightspoint Partners II, L.P.; Knightspoint Capital Management II LLC; Knightspoint Partners LLC; Michael S. Koeneke; David M. Meyer; Starboard Value and Opportunity Master Fund Ltd.; Parche, LLC; Admiral Advisors, LLC; Ramius Capital Group, LLC; C4S & Co., LLC; Peter A. Cohen; Morgan B. Stark; Jeffrey M. Solomon; Thomas W. Strauss; Black Sheep Partners, LLC; Brian Black; Peter M. Weil and Ashworth, Inc., dated May5, 2006.

***9.

Press release issued by Ashworth, Inc., dated May 5, 2006.

10.	Peter Weil Agreement, between the Company and Peter M. Weil, effective September 12, 2006

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

* Previously filed with the Schedule 13D filed on January 23, 2006.

** Previously filed with the Schedule 13D filed on March 23, 2006.

*** Previously filed with the Schedule 13D filed on May 8, 2006.

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: September 20, 2006

KNIGHTSPOINT PARTNERS II, L.P.

By: Knightspoint Capital Management II LLC
Its: General Partner

By: Knightspoint Partners LLC
Its: Member

By: /s/ David Meyer
---------------------------------------
Name: David Meyer
Title: Managing Member

KNIGHTSPOINT CAPITAL MANAGEMENT II LLC

By: Knightspoint Partners LLC

Its: Member

By: /s/ David Meyer

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

Name: David Meyer

Title: Managing Member

KNIGHTSPOINT PARTNERS LLC

By: /s/ David Meyer

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

Name: David Meyer

Title: Managing Member

/s/ David Meyer

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

David Meyer Individually and as attorney-in-fact for each of Michael Koeneke, Black Sheep Partners, LLC, Brian Black, H. Michael Hecht, Peter Weil and Andrea Weiss

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

PARCHE, LLC

ADMIRAL ADVISORS, LLC

By: Ramius Capital Group, LLC

Its: Managing Member

By: C4S & Co., LLC

Its: Managing Member

RAMIUS CAPITAL GROUP, LLC

By: C4S & Co., LLC

Its: Managing Member

C4S & CO., LLC

By:	/s/ Jeffrey M. Solomon

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

Name: Jeffrey M. Solomon

Title: Authorized Person

/s/ Jeffrey M. Solomon

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

Jeffrey M. Solomon, Individually and as attorney-in-fact for each of Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

EX-10 2 k70262_x10.htm PETER WEIL AGREEMENT

Exhibit 10

PETER WEIL AGREEMENT

THIS AGREEMENT, dated as of September 12, 2006, is between ASHWORTH, INC., a Delaware corporation and its successors or assignees (“Ashworth”) and PETER M. WEIL, an individual (“Mr. Weil”).

1. ENGAGEMENT OF SERVICES. Ashworth is engaging the services, advice, expertise and counsel of Mr. Weil on subjects of corporate management and operations and decision-making within the Office of the Chairman. Subject to the terms of this Agreement, Mr. Weil will, to the best of his ability, render these duties which, during the term of this Agreement, will essentially require Mr. Weil’s full-time attention. All assignments to Mr. Weil must be approved by mutual agreement of Mr. Weil and either the Chairman of the Ashworth Board or the Ashworth Board of Directors (the “Board”) itself, and the scope of Mr. Weil’s authority and services with respect to such assignments will be similarly determined by mutual agreement. Mr. Weil agrees to serve as a member of Ashworth’s Office of the Chairman, which reports directly to the Chairman of the Board of Directors of the Company. Mr. Weil’s engagement hereunder is at will, and nothing in this Agreement shall confer any right with respect to the continuation of Mr. Weil’s engagement by Ashworth. Ashworth will make its employees, facilities and equipment reasonably available to Mr. Weil in order for him to perform his duties under this Agreement. Mr. Weil may not subcontract or otherwise delegate his obligations under this Agreement without Ashworth’s prior written consent.

2. COMPENSATION. In view of the time commitments associated with his duties under this Agreement as well as his continuing duties a Director on the Board, and until further action of the Board, Mr. Weil shall be compensated for all services under this Agreement and as a Director for the duration of service under this Agreement with an aggregate cash retainer of $30,000 per month (or pro rata portion of each month, as relevant), payable at the end of each month of service. In this regard and during the term of this Agreement, Mr. Weil shall not receive a separate cash retainer or per Board Meeting fees for his continuing service as a Director of the Board.

As additional compensation, Ashworth hereby grants to Mr. Weil a non-qualified stock option grant covering 25,000 shares of Ashworth’s common stock, with an exercise price equal to 100% of fair market value of the common stock on the date of grant. The foregoing option shall vest over a three-month period on a daily basis (inclusive of week-ends and holidays). Vesting shall cease upon termination of this Agreement, for any reason, and the option shall remain exercisable for a period of five (5) years after the date of grant. The foregoing option grant, and any future grants made pursuant to this Section 2, are in addition to, and not in lieu of, any and all stock option grants to Mr. Weil for his continuing service on the Board.

If this Agreement is not terminated earlier, a comparable stock option grant covering 25,000 shares of common stock shall be made on each three-month anniversary of the Effective Date with comparable terms and conditions.

Mr. Weil will promptly be reimbursed for reasonable out-of-pocket expenses incurred in connection with the performance of services under this Agreement provided Mr. Weil submits verification of such expenses as Ashworth may reasonably require. Upon termination of this Agreement for any reason, Mr. Weil will be paid fees and expenses earned or accrued through the date of termination.

3. INDEPENDENT CONTRACTOR RELATIONSHIP. Mr. Weil’s relationship with Ashworth will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Mr. Weil will not be entitled to any of the benefits that Ashworth may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Mr. Weil will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to his performance of services and receipt of fees under this Agreement. Ashworth will regularly report amounts paid to Mr. Weil by filing Form 1099-MISC with the Internal Revenue Service as required by law. Because Mr. Weil is an independent contractor, Ashworth will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation insurance on Mr. Weil’s behalf. Mr. Weil agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Mr. Weil , his agents or employees under this Agreement. Mr. Weil hereby agrees to indemnify and defend Ashworth against any and all such taxes or contributions, including penalties and interest.

4. TRADE SECRETS — INTELLECTUAL PROPERTY RIGHTS.

4.1 Proprietary Information. Mr. Weil agrees that, at all times during the term of this Agreement and at all times thereafter, he will take all steps necessary to hold all Proprietary Information (as defined below) in the strictest trust and confidence, will not directly or indirectly use any Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, will not directly or indirectly disclose any Proprietary Information to any third party, and will not exhibit, demonstrate, or otherwise display Proprietary Information without first obtaining the express prior written consent of the Chairman of the Board. “Proprietary Information” means any knowledge, data or other information of or relating to the Company not lawfully in the public domain, including, without limitation, the following:

(a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, prototypes, experimental work, computer programs, designs, and techniques (hereinafter collectively referred to as “Inventions”);

(b) information regarding development, plans for research, current products, new products, marketing and selling, business or strategic plans, strategies, budgets, licenses, unpublished financial statements, prices and costs, other financial information, suppliers and customers; and

(c) information regarding employees, other consultants and licensees or licensors of Ashworth, as well as the skills and compensation of such persons.

4.2 Third Party Information. Mr. Weil understands that Ashworth may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Ashworth’s part to maintain the confidentiality of such information and use it only for certain limited purposes. Mr. Weil agrees to hold Third Party Information in confidence and not to directly or indirectly disclose to anyone (other than Ashworth personnel or authorized representatives who need to know such information in connection with their work for Ashworth) or to use, directly or indirectly, except in connection with Mr. Weil’s services for Ashworth, Third Party Information unless expressly authorized in writing by the Chairman of the Board.

4.3 No Conflict of Interest. Mr. Weil agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with Mr. Weil’s obligations under this Agreement or the scope of his duties rendered for Ashworth. Mr. Weil warrants that to the best of his knowledge that there is no existing contract or duty on Mr. Weil’s part that may conflict with the terms of this Agreement. Mr. Weil further agrees not to disclose to Ashworth, or bring onto Ashworth’s premises, or induce Ashworth to use any confidential information that belongs to anyone other than Ashworth or Mr. Weil.

4.4 Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any Invention, whether or not patentable, and all related know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, prototypes, software or other copyrightable or patentable works. Mr. Weil agrees to disclose promptly in writing to Ashworth, or any person designated by Ashworth, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Mr. Weil in the course of any work performed for Ashworth (“Ashworth Work Product”). Mr. Weil represents that any Work Product relating to Ashworth’s business or any project that Mr. Weil has made, conceived or reduced to practice at the time of signing this Agreement (“Prior Work Product”) has been disclosed in writing to Ashworth and attached to this Agreement as Exhibit A. If disclosure of any such Prior Work Product would cause Mr. Weil to violate any prior confidentiality agreement, Mr. Weil understands that he is not to list such Prior Work Product in Exhibit A but he will disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs, and the fact that full disclosure as to such Prior Work Product has not been made for that reason. A space is provided in Exhibit A for such purpose.

4.5 Ownership of Work Product. Mr. Weil agrees that any and all Inventions conceived, written, created or first reduced to practice in the performance of work under and related to this Agreement shall be the sole and exclusive property of Ashworth.

4.6 Assignment of Ashworth Work Product. Mr. Weil irrevocably assigns to Ashworth all right, title and interest worldwide in and to the Ashworth Work Product and all applicable intellectual property rights related to the Ashworth Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below, Mr. Weil retains no rights to use

the Ashworth Work Product and agrees not to challenge the validity of Ashworth’s ownership in the Ashworth Work Product.

4.7 Waiver or Assignment of Other Rights. If Mr. Weil has any rights to the Ashworth Work Product that cannot be assigned to Ashworth, Mr. Weil unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Ashworth with respect to such rights, and agrees, at Ashworth’s request and expense, to consent to and join in any action to enforce such rights. If Mr. Weil has any right to the Ashworth Work Product that cannot be assigned to Ashworth or waived by Mr. Weil, Mr. Weil unconditionally and irrevocably grants to Ashworth during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such rights.

4.8 Assistance. Mr. Weil agrees to cooperate with Ashworth or its designee(s), both during and after the term of this Agreement, in the procurement and maintenance of Ashworth’s rights in Ashworth Work Product and to execute, when requested, any other documents deemed necessary by Ashworth to carry out the purpose of this Agreement. Mr. Weil agrees to promptly execute upon Ashworth’s request a signed transfer of copyright to Ashworth in the form attached to this Agreement as Exhibit B for all Ashworth Work Product subject to copyright protection, including, without limitation, computer programs, notes, sketches, drawings and reports.

4.9 Enforcement of Proprietary Rights. Mr. Weil will assist Ashworth in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Ashworth Work Product in any and all countries. To that end Mr. Weil will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Ashworth may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, Mr. Weil will execute, verify and deliver assignments of such Proprietary Rights to Ashworth or its designee. Mr. Weil’s obligation to assist Ashworth with respect to Proprietary Rights relating to such Ashworth Work Product in any and all countries shall continue beyond the termination of this Agreement, but Ashworth shall compensate Mr. Weil at a reasonable rate after such termination for the time actually spent by Mr. Weil at Ashworth’s request on such assistance.

4.10 Execution of Documents. In the event Ashworth is unable for any reason, after reasonable effort, to secure Mr. Weil’s signature on any document needed in connection with the actions specified in the preceding Sections 4.8 and 4.9, Mr. Weil hereby irrevocably designates and appoints Ashworth and its duly authorized officers and agents as his agent and attorney-in-fact, which appointment is coupled with an interest, to act for and on his behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Mr. Weil. Mr. Weil hereby waives and quitclaims to Ashworth any and all claims, of any nature whatsoever, that Mr. Weil now or may hereafter have for infringement of any Proprietary Rights assigned or attempted to be assigned hereunder to Ashworth.

5. MR. WEIL’S REPRESENTATIONS AND WARRANTIES. Mr. Weil hereby represents and warrants to Ashworth that:

(a) the Ashworth Work Product will be an original work of Mr. Weil and any third parties will have executed assignment of rights reasonably acceptable to Ashworth;

(b) neither the Ashworth Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party;

(c) neither the Ashworth Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;

(d) Mr. Weil will not grant, directly or indirectly, any rights or interest whatsoever in the Ashworth Work Product to third parties;

(e) Mr. Weil has full right and power to enter into and perform this Agreement without the consent of any third party; and

(f) Mr. Weil will take all reasonably necessary precautions to prevent injury to any persons (including employees of Ashworth) or damage to property (including Ashworth’s property) during the term of this Agreement.

6. INDEMNIFICATION. Mr. Weil will indemnify and hold harmless Ashworth, its officers, directors,

employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including actual attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty of Mr. Weil (a “Claim”) set forth in Section 5 of this Agreement, provided that Ashworth gives Mr. Weil written notice of any such Claim and Mr. Weil has the right to participate in the defense of any such Claim at his expense. Notwithstanding this right of participation, Ashworth retains the sole and exclusive right to select legal counsel for itself. From the date of written notice from Ashworth to Mr. Weil of any such Claim, Ashworth shall have the right to withhold from any payments due Mr. Weil under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Mr. Weil’s obligations under this Section 6.

7. TERMINATION.

7.1 Termination by Ashworth. Ashworth may terminate this Agreement at its convenience and without any breach by Mr. Weil upon written notice to Mr. Weil. Ashworth may also terminate this Agreement immediately in its sole discretion upon Mr. Weil’s material breach of Section 4 or any other section of this Agreement.

7.2 Termination by Mr. Weil. Mr. Weil may terminate this Agreement at any time upon written notice to Ashworth. Mr. Weil may also terminate this Agreement immediately in his sole discretion upon Ashworth’s material breach of this Agreement.

7.3 Return of Ashworth Property. Upon termination of the Agreement for any reason, Mr. Weil will deliver to Ashworth any and all drawings, notes, computer source or object code, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Ashworth Work Product, Third Party Information or Proprietary Information of Ashworth. Mr. Weil further agrees that any property situated on Ashworth’s premises and owned by Ashworth, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Ashworth personnel at any time with or without notice.

8. GENERAL PROVISIONS.

8.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California as applied to transactions taking place wholly within California between California residents, without giving effect to principles of conflict of laws. Mr. Weil hereby expressly and irrevocably consents to the personal jurisdiction of the state and federal courts located in San Diego County or Orange County, California for any lawsuit filed arising from or related to this Agreement and any suit arising from this Agreement shall be brought in those courts.

8.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

8.3 No Assignment. This Agreement may not be assigned by Mr. Weil without Ashworth’s prior written consent, and any such attempted assignment shall be void and of no effect.

8.4 Notices. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given three (3) business days after it was mailed, as evidenced by the postmark. If delivered by hand, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated receipt of the receiving party. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by notice as provided by this section.

8.5 Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its actual attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

8.6 Injunctive Relief. Mr. Weil agrees that any breach of this Agreement will result in irreparable and continuing damage to Ashworth for which there may be no adequate remedy at law, and the Ashworth is therefore entitled to seek injunctive relief in addition to such other and further relief as may be appropriate. All applicable actions may be taken by the Ashworth without bond and without prejudice to any other rights and remedies that the Ashworth may have for a breach of this Agreement. The failure of the Ashworth to promptly institute legal action upon any breach of this Agreement shall not constitute a waiver of that or any other breach hereof.

8.7 Survival. The following provisions shall survive termination of this Agreement: Section 4, Section 5, Section 6 and Section 8.

8.8 Export. Mr. Weil agrees not to export, directly or indirectly, any U.S. source technical data acquired from Ashworth or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.

8.9 Waiver. No waiver by Ashworth or Mr. Weil of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Ashworth or Mr. Weil of any right under this Agreement shall be construed as a waiver of any other right. Neither Ashworth nor Mr. Weil shall be required to give notice to enforce strict adherence to all terms of this Agreement.

8.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The terms of this Agreement will govern all duties undertaken by Mr. Weil for Ashworth.

8.11 Counterparts. Facsimile transmission of any signed original of this Agreement will be deemed the same as delivery of an original. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and each of which together shall be deemed one and the same instrument.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative as of the 12th day of September, 2006.


		ASHWORTH, INC.

		By:		/s/ James B. Hayes


		Name: James B. Hayes
		Title: Chairman of the Board


	PETER M. WEIL
	/s/ Peter M. Weil

	Peter M. Weil

For copyright registration purposes only, Mr. Weil needs to provide the following information:


Address:				Date of Birth:



				Nationality or Domicile:

EXHIBIT A

PRIOR WORK PRODUCT DISCLOSURE

1. Except as listed in Section 2 below, the following is a complete list of all Prior Work Product that have been made or conceived or first reduced to practice by Mr. Weil alone or jointly with others prior to the date of this Agreement:


		/x/		No inventions or improvements.

		o		See below:

				List other work product here:

		o		Additional sheets attached.

2. Due to a prior confidentiality agreement, Mr. Weil cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which Mr. Weil owes to the following party(ies):


Invention or Improvement	Party(ies)	Relationship

1.

2.

3.


		o		Additional sheets attached.

EXHIBIT B

ASSIGNMENT OF COPYRIGHT

For good and valuable consideration which has been received, the undersigned sells, assigns and transfers to Ashworth, and its successors and assigns, the copyright in and to the following work, which was created by the following indicated author(s):


Title:


Author(s):


Copyright Office Identification No. (if any):

and all of the right, title and interest of the undersigned, vested and contingent, therein and thereto.

Executed this ___ day of

, 20___.

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

Signature:

Printed Name: