-----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, WpAY81dDCUXYmDGOt4h3DwFncp5/JOZL+gyaShksR8kMpFbMKLpY2nxeOJgGYBXZ rwED4KQnaE9xohXNmc7QIw== 0000921895-08-001565.txt : 20080527 0000921895-08-001565.hdr.sgml : 20080526 20080527172818 ACCESSION NUMBER: 0000921895-08-001565 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRICO MARINE SERVICES INC CENTRAL INDEX KEY: 0000921549 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 721252405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49411 FILM NUMBER: 08861612 BUSINESS ADDRESS: STREET 1: 250 N AMERICAN COURT CITY: HOUMA STATE: LA ZIP: 70363 BUSINESS PHONE: 713 780 9926 MAIL ADDRESS: STREET 1: 3200 SOUTHWEST FREEWAY STREET 2: SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sc13g06297tri_05162008.htm SCHEDULE 13G sc13g06297tri_05162008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

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

Trico Marine Services, Inc.
 (Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
 (Title of Class of Securities)
 
896106200
 (CUSIP Number)
 
May 16, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

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

_______________
1  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Portside Growth and Opportunity Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
CO

2
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IA, OO

3
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IN

5
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IN

7
CUSIP NO. 896106200
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028, convertible into 1,237,011 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IN

8
CUSIP NO. 896106200
 
Item 1(a).
Name of Issuer:

Trico Marine Services, Inc., a Delaware corporation (the “Company”)

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

3200 Southwest Freeway, Suite 2950
Houston, Texas 77027

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


Portside Growth and Opportunity Fund (“Portside”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

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

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

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

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

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

9
CUSIP NO. 896106200
 
Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

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

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

Item 2(e).
CUSIP Number:

896106200

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

/x/           Not applicable.

 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

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

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

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

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

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

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

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

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

Item 4.
Ownership

 
(a)
Amount beneficially owned:

As of the date hereof, (i) Portside beneficially owns $50,000,000 aggregate principal amount of 6.50% Senior Convertible Debentures due May 15, 2028 (the “2028 Notes”), convertible into 1,237,011 shares of Common Stock plus cash for any fractional shares (not counting any accrued and unpaid interest on the 2028 Notes).  Pursuant to the terms of the 2028 Notes, Portside has the right to convert any of the 2028 Notes into Common Stock provided Portside would not beneficially own more than 9.99% of the outstanding shares of Common Stock after any such exercise.
 
10
CUSIP NO. 896106200

Ramius is the investment manager of Portside, with the power to direct some of the affairs of Portside, including decisions respecting the disposition of the proceeds from the sale of shares of the Common Stock.  C4S is the managing member of Ramius and in that capacity directs its operations.  Messrs. Cohen, Stark, Strauss and Solomon are the sole managing members of C4S, and in that capacity, direct its operations.  As a result, each of Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon, may be deemed to beneficially own the $50,000,000 aggregate principal amount of the 2028 Notes beneficially owned by Portside.

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

 
(b)
Percent of class:

Based upon the Securities Purchase Agreement dated May 14, 2008 by and among the Company and the investors listed on the Schedule of Purchasers attached thereto, which was filed as exhibit 4.1 of the Current Report on Form 8-K of the Company filed on May 16, 2008, the total number of outstanding shares of Common Stock as of May 14, 2008 is 15,675,565.  Therefore, based on the Company’s outstanding shares of Common Stock, assuming the conversion of the 2028 Notes, (i) Portside may be deemed to beneficially own approximately 7.9% of the outstanding shares of Common Stock of the Company, and (ii) each of Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own approximately 7.9% of the outstanding shares of Common Stock of the Company.

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

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.
 
11
CUSIP NO. 896106200

Item 5.                  Ownership of Five Percent or Less of a Class.

Not applicable

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

Not applicable.

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

Not Applicable

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

See Exhibit 99.1.

Item 9.                    Notice of Dissolution of Group.

Not Applicable

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
12
CUSIP NO. 896106200

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2008
 

PORTSIDE GROWTH AND
RAMIUS LLC
OPPORTUNITY FUND
  
   
By:
C4S & Co., L.L.C.,
  
By:
Ramius LLC,
  
as managing member
  
 
its investment manager
      
By:
C4S & Co., L.L.C.,
      
 
as managing member
  
   
   
C4S & CO., L.L.C.
  
       

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

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

 
13
 EX-99.1 2 ex991tosc13g06297tri_051608.htm JOINT FILING AGREEMENT ex991tosc13g06297tri_051608.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Schedule 13G dated May 27, 2008 with respect to the shares of Common Stock, par value $0.01 per share, of Trico Marine Services, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 

Dated: May 27, 2008
 

PORTSIDE GROWTH AND
RAMIUS LLC
OPPORTUNITY FUND
  
   
By:
C4S & Co., L.L.C.,
  
By:
Ramius LLC,
  
as managing member
  
 
its investment manager
      
By:
C4S & Co., L.L.C.,
      
 
as managing member
  
   
   
C4S & CO., L.L.C.
  
       

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

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

 
 EX-99.2 3 ex992tosc13g06297tri_051608.htm POWER OF ATTORNEY ex992tosc13g06297tri_051608.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
 
Date: August 16, 2007
 
 
 
/s/ Peter A. Cohen
  
 
Peter A. Cohen
  
 
 
 
/s/ Morgan B. Stark
  
 
Morgan B. Stark
  
 
 
 
/s/ Jeffrey M. Solomon
  
 
Jeffrey M. Solomon
  
 
 
 
/s/ Thomas W. Strauss
  
 
Thomas W. Strauss
  
 
 

 
 
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