-----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, QFoLrnakce2pP5doCKZENuaPw4KZicnSYoqTkGC9pAR30wo8YvoONxeLYI2vVOzV Bin0xgNs3P6RvfLwOBQQNw== 0000921895-08-002682.txt : 20081030 0000921895-08-002682.hdr.sgml : 20081030 20081029194855 ACCESSION NUMBER: 0000921895-08-002682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081030 DATE AS OF CHANGE: 20081029 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48201 FILM NUMBER: 081148927 BUSINESS ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da1306297030_10212008.htm AMENDMENT NO. 13 TO THE SCHEDULE 13D sc13da1306297030_10212008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 13)1

Kensey Nash Corporation
(Name of Issuer)

Common Stock, par value $.001
(Title of Class of Securities)

490057106
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 490057106
 
 
1
NAME OF REPORTING PERSON
 
PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
164,425
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
164,425
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
164,425
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 490057106
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
863,220
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
863,220
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
863,220
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%
14
TYPE OF REPORTING PERSON
 
CO

3

CUSIP NO. 490057106
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
164,425
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
164,425
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
164,425
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 490057106
 
 
1
NAME OF REPORTING PERSON
 
RGC STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,027,645
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,027,645
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IA, OO

5

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,027,645
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,027,645
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IA, OO

6

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,027,645
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,027,645
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
OO

7

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,027,645
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,027,645
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

8

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,027,645
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,027,645
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

9

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,027,645
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,027,645
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

10

CUSIP NO. 490057106
 
 
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
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,027,645
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,027,645
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,027,645
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

11

CUSIP NO. 490057106
 
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

12

CUSIP NO. 490057106
 
The following constitutes Amendment No. 13 (“Amendment No. 13”) to the Schedule 13D filed by the undersigned.  This Amendment No. 13 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Parche and Value and Opportunity Master Fund were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 1,027,645 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $25,209,281, excluding brokerage commissions.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 11,877,433 Shares outstanding, as of October 31, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Form DEF 14A, filed with the Securities and Exchange Commission on October 28, 2008.

A.
Parche
 
 
(a)
As of the date hereof, Parche beneficially owns 164,425 Shares.
 
Percentage: approximately 1.4% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 164,425
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 164,425
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Parche since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
Value and Opportunity Master Fund
 
 
(a)
As of the date hereof, Value and Opportunity Master Fund beneficially owns 863,220 Shares.
 
Percentage: approximately 7.3% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 863,220
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 863,220
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
13

CUSIP NO. 490057106
 
C.
Enterprise Master Fund
 
 
(a)
Enterprise Master Fund, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 164,425 Shares beneficially owned by Parche.
 
Percentage: approximately 1.4% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 164,425
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 164,425
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Enterprise Master Fund did not enter into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  The transactions in the Shares by Parche since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
 
D.
RCG Starboard Advisors
 
 
(a)
As managing member of Parche and the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 164,425 Shares owned by Parche and (ii) 863,220 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 8.7% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,027,645
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,027,645
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
E.
Ramius
 
 
(a)
As the sole member of RCG Starboard Advisors, Ramius may be deemed the beneficial owner of (i) 164,425 Shares owned by Parche and (ii) 863,220 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 8.7% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,027,645
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,027,645
 
4. Shared power to dispose or direct the disposition: 0
 
 
14

CUSIP NO. 490057106
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
F.
C4S
 
 
(a)
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 164,425 Shares owned by Parche and (ii) 863,220 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 8.7% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,027,645
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,027,645
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
G.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 164,425 Shares owned by Parche and (ii) 863,220 Shares owned by Value and Opportunity Master Fund.
 
Percentage: approximately 8.7% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,027,645
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,027,645
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
 
15

CUSIP NO. 490057106
 
H.
Mr. Smith does not directly own any Shares nor has he entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D.  Mr. Smith, as a member of a “group” for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to be a beneficial owner of the (i) 164,425 Shares owned by Parche and (ii) 863,220 Shares owned by Value and Opportunity Master Fund.  Mr. Smith disclaims beneficial ownership of such Shares.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock
 
 
(e)
Not applicable.
 
Item 6 is hereby amended to add the following:
 
This Amendment No. 13 reports the sale of an aggregate of 219,900 Shares by the Reporting Persons pursuant to the Sales Plan Agreement.

As of the date hereof, the Reporting Persons have sold a total of 1,458,095 Shares pursuant to the Sales Plan Agreement.  Effective August 25, 2008, the Sales Plan Agreement was modified to decrease the aggregate number of Shares that may be sold pursuant to the Sales Plan Agreement from 1,915,798 to 1,799,483.  The trading instructions in connection with the Sales Plan Agreement were also modified.  Accordingly, the Reporting Persons may sell 341,388 Shares pursuant to the Sales Plan Agreement after the date hereof.  Shares sold pursuant to the Sales Plan Agreement may be sold in accordance with trading requirements adopted by the Reporting Persons and the Sales Plan Agreement may be terminated at any time by the Reporting Persons.
 
16

CUSIP NO. 490057106

SIGNATURES

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

Dated:  October 29, 2008

PARCHE, LLC
By:  RCG Starboard Advisors, LLC,
its managing member
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:  RCG Starboard Advisors, LLC,
its investment manager
 
 
RCG STARBOARD ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius LLC,
its investment manager
 
RAMIUS LLC
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



/s/ Jeffrey M. Solomon
 
/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
 
JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
 
17

CUSIP NO. 490057106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 12 to the Schedule 13D

Shares of Common Stock
Sold
Price Per
Share ($)
Date of
Sale
 
PARCHE, LLC
 
4,320
 
28.8352
10/15/2008
4,528
 
28.4942
10/16/2008
3,392
 
28.7726
10/17/2008
3,264
 
27.6039
10/20/2008
4,000
 
27.2596
10/21/2008
4,000
 
26.4986
10/22/2008
2,880
 
27.0121
10/23/2008
1,920
 
26.0564
10/24/2008
2,080
 
24.9548
10/27/2008
2,880
 
24.9334
10/28/2008
 1,920  
25.3233
10/29/2008 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

22,680
 
28.8352
10/15/2008
23,772
 
28.4942
10/16/2008
17,808
 
28.7726
10/17/2008
17,136
 
27.6039
10/20/2008
21,000
 
27.2596
10/21/2008
21,000
 
26.4986
10/22/2008
15,120
 
27.0121
10/23/2008
10,080
 
26.0564
10/24/2008
10,920
 
24.9548
10/27/2008
15,120
 
24.9334
10/28/2008
 10,080  
25.3233
10/29/2008 

 
18

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