-----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, Rj0ErdOgMJOVaMOmyl0cCj/8WXZMOnezIwVA/64/7NE3ZdZXSWW7kL7ho0oEPCtg sYBApS9wYbljhY3Vr++mFw== 0000921895-08-002724.txt : 20081104 0000921895-08-002724.hdr.sgml : 20081104 20081104172456 ACCESSION NUMBER: 0000921895-08-002724 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20834 FILM NUMBER: 081161730 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 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 sc13da106297040_10312008.htm sc13da106297040_10312008.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. 1)1

Datascope Corp.
(Name of Issuer)

Common Stock, par value $0.01  per share
(Title of Class of Securities)

238113104
(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 31, 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. 238113104
 
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
 
122,031
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
122,031
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
122,031
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 238113104
 
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
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
645,447
8
SHARED VOTING POWER
 
                  - 0 -
9
SOLE DISPOSITIVE POWER
 
645,447
10
SHARED DISPOSITIVE POWER
 
                  - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
645,447
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1%
14
TYPE OF REPORTING PERSON
 
CO

3

CUSIP NO. 238113104
 
1
NAME OF REPORTING PERSON
 
                  RCG PB, 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
 
22,931
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
22,931
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,931
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 238113104
 
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
 
122,031
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
122,031
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
122,031
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

5

CUSIP NO. 238113104
 
1
NAME OF REPORTING PERSON
 
                  RAMIUS 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
 
144,962
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
144,962
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,962
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IA

6

CUSIP NO. 238113104
 
1
NAME OF REPORTING PERSON
 
                  RCG 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
 
767,478
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
767,478
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
767,478
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IA, OO

7

CUSIP NO. 238113104
 
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
 
790,409
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
790,409
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
OO

8

CUSIP NO. 238113104
 
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
 
790,409
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
790,409
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
OO

9

CUSIP NO. 238113104
 
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
 
790,409
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
790,409
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
IN

10

CUSIP NO. 238113104
 
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
 
790,409
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
790,409
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
IN

11

CUSIP NO. 238113104
 
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
 
790,409
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
790,409
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
IN

12

CUSIP NO. 238113104
 
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
 
                  790,409
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
                  790,409
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                  790,409
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.97%
14
TYPE OF REPORTING PERSON
 
IN

13

CUSIP NO. 238113104
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

Since the filing of the Schedule 13D:

(i)           Starboard changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”); and

(ii)           Enterprise Master Fund changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”).

As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), serves as the investment advisor of Enterprise Master Fund.  Accordingly, Ramius Advisors is hereby added as a member of the Section 13(d) group as a Reporting Person.  The address of the principal office of Ramius Advisors is 599 Lexington Avenue, 20th Floor, New York, New York 10022.  The principal business of Ramius Advisors is acting as the investment advisor of Enterprise Master Fund.  Ramius is the sole member of Ramius Advisors.

RCG PB, Ltd is hereby added as Reporting Persons to this Schedule 13D.

RCG PB, Ltd (“RCG PB”) is an exempted company organized under the laws of the Cayman Islands.  The principal business of RCG PB is serving as a private investment fund.  The address of the principal business and principal office of RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The officers and directors of RCG PB and their respective principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

No Reporting Person, nor any person listed on Schedule A attached hereto or Schedule B or Schedule C annexed to the Schedule 13D filed March 18, 2008, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person, nor any person listed on Schedule A attached hereto or Schedule B or Schedule C annexed to the Schedule 13D filed March 18, 2008, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.

Item 3 is hereby amended and restated to read as follows:
 
 
14

 
CUSIP NO. 238113104

The Shares purchased by Value and Opportunity Master Fund, Parche and RCG PB 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, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase cost of the 790,409 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Parche and RCG PB is approximately $32,414,033, 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 15,900,677 Shares outstanding, as of October 27, 2008, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 28, 2008.

A.  
Parche
 
(a)  
As of the close of business on November 3, 2008, Parche beneficially owned 122,031 Shares.
 
Percentage: Less than 1%.
 
(b)  
1. Sole power to vote or direct vote: 122,031
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 122,031
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Parche in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
B.  
Value and Opportunity Master Fund
 
(a)  
As of the close of business on November 3, 2008, Value and Opportunity Master Fund beneficially owned 645,447 Shares.
 
Percentage: Approximately 4.1%.
 
(b)  
1. Sole power to vote or direct vote: 645,447
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 645,447
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Value and Opportunity Master Fund in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
C.  
Enterprise Master Fund
 
(a)  
As the sole non-managing member of Parche and owner of all economic interests therein, Enterprise Master Fund may be deemed the beneficial owner of the 122,031 Shares owned by Parche.
 
Percentage: Less than 1%.
 
 
15

 
CUSIP NO. 238113104
 
(b)  
1. Sole power to vote or direct vote: 122,031
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 122,031
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Enterprise Master Fund did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares by Parche in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
D.  
RCG PB
 
(a)  
As of the close of business on November 3, 2008, RCG PB beneficially owned 22,931 Shares.
 
Percentage: Less than 1%.
 
(b)  
1. Sole power to vote or direct vote: 22,931
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 22,931
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by RCG PB in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
E.  
Ramius Advisors
 
(a)  
As the investment advisor of each of Enterprise Master Fund and RCG PB, Ramius Advisors is deemed the beneficial owner of the 182,904 Shares owned by Parche and the 22,931 Shares owned by RCG PB.
 
Percentage: Less than 1%.
 
(b)  
1. Sole power to vote or direct vote: 144,962
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 144,962
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Ramius Advisors did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Parche and RCG PB, which were all in the open market, are set forth in Schedule B and are incorporated by reference.
 
F.  
RCG Starboard Advisors
 
(a)  
As the managing member of Parche and the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of the (i) 645,447 Shares owned by Value and Opportunity Master Fund and (ii) 122,031 Shares owned by Parche.
 
Percentage: Approximately 4.8%.
 
16

 
CUSIP NO. 238113104
(b)  
1. Sole power to vote or direct vote: 767,478
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 767,478
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
RCG Starboard Advisors did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund and Parche, which were all in the open market, are set forth in Schedule B and are incorporated by reference.
 
G.  
Ramius
 
(a)  
As the sole member of each of Ramius Advisors and RCG Starboard Advisors, Ramius may be deemed the beneficial owner of the (i) 645,447 Shares owned by Value and Opportunity Master Fund, (ii) 122,031 Shares owned by Parche and (iii) 22,931 Shares owned by RCG PB.
 
Percentage: Approximately 4.97%.
 
(b)  
1. Sole power to vote or direct vote: 790,409
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 790,409
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Ramius did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB, which were all in the open market, are set forth in Schedule B and are incorporated by reference.
 
H.  
C4S
 
(a)  
As the managing member of Ramius, C4S may be deemed the beneficial owner of the (i) 645,447 Shares owned by Value and Opportunity Master Fund, (ii) 122,031 Shares owned by Parche and (iii) 22,931 Shares owned by RCG PB.
 
Percentage: Approximately 4.97%.
 
(b)  
1. Sole power to vote or direct vote: 790,409
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 790,409
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
C4S did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB, which were all in the open market, are set forth in Schedule B and are incorporated by reference.
 
 
 
17

 
CUSIP NO. 238113104
 
I.  
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 the (i) 645,447 Shares owned by Value and Opportunity Master Fund, (ii) 122,031 Shares owned by Parche and (iii) 22,931 Shares owned by RCG PB.
 
Percentage: Approximately 4.97%.
 
(b)  
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 790,409
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 790,409
 
(c)  
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB, which were all in the open market, are set forth in Schedule B and are incorporated by reference.
 
(d)  
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
(e)  
As of October 31, 2008, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
Item 6 is hereby amended to add the following:

On November 4, 2008, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to include the following exhibit:

Exhibit 99.1  
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Parche, LLC, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated November 4, 2008.
 
 
 
18

 
CUSIP NO. 238113104
 
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: November 4, 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 PB, LTD
By: Ramius Advisors, LLC,
       its investment advisor
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
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
 
JEFFREY M. SOLOMON
 
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
 Thomas W. Strauss
 
 

 
 
19

 
CUSIP NO. 238113104


SCHEDULE A

Directors and Officers of RCG PB, Ltd
 
Name and Position
Principal Occupation
Principal Business Address
     
Morgan B. Stark
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
Marran Ogilvie
Director
Chief Operating Officer of Ramius LLC
599 Lexington Avenue
20th Floor
New York, New York 10022
     
CFS Company Ltd.
Director
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
     
CSS Corporation Ltd.
Secretary
Affiliate of the Administrator of the Fund
c/o Citco Fund Services (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
 
 
 
20

 
CUSIP NO. 238113104
 
 
SCHEDULE B

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale
 
PARCHE, LLC

2,716
 
49.2095
09/05/08
280
 
50.5618
09/08/08
1,904
 
50.2632
09/09/08
420
 
50.3881
09/12/08
482
 
49.3750
09/15/08
(7,960)
 
51.3516
09/16/08
(1,904)
 
51.3516
09/16/08
(12,480)
 
50.9014
09/17/08
(1,156)
 
50.0869
10/21/08
(883)
 
50.0207
10/21/08
(595)
 
49.7516
10/22/08
(518)
 
49.7371
10/22/08
(2,750)
 
49.5103
10/23/08
(1,843)
 
49.5783
10/23/08
(2,991)
 
51.1099
10/29/08
(1,113)
 
51.3515
10/30/08
(542)
 
51.3764
10/30/08
(9,540)
 
50.1681
10/31/08
(5,682)
 
50.5128
11/03/08

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

15,520
 
49.2095
09/05/08
1,600
 
50.5618
09/08/08
10,880
 
50.2632
09/09/08
2,400
 
50.3881
09/12/08
2,757
 
49.3750
09/15/08
(45,579)
 
51.3516
09/16/08
(57,720)
 
50.9014
09/17/08
99,992
 
48.3300
10/16/08
(6,115)
 
50.0869
10/21/08
(4,670)
 
50.0207
10/21/08
(3,146)
 
49.7516
10/22/08
(2,735)
 
49.7371
10/22/08
(14,548)
 
49.5103
10/23/08
(9,749)
 
49.5783
10/23/08
(15,823)
 
51.1099
10/29/08
(5,887)
 
51.3515
10/30/08
(2,867)
 
51.3764
10/30/08
(50,460)
 
50.1681
10/31/08
(30,051)
 
50.5128
11/03/08
 
 
 
21

 
CUSIP NO. 238113104

 
RCG PB, LTD

1,164
 
49.2095
09/05/08
120
 
50.5618
09/08/08
816
 
50.2632
09/09/08
180
 
50.3881
09/12/08
207
 
49.3750
09/15/08
(6,557)
 
51.3516
09/16/08
(7,800)
 
50.9014
09/17/08
25,000
 
47.9108
10/14/08
(99,992)
 
48.3300
10/16/08
25,000
 
48.3300
10/16/08
(25,000)
 
48.3300
10/16/08
(193)
 
50.0869
10/21/08
(147)
 
50.0207
10/21/08
(99)
 
49.7516
10/22/08
(86)
 
49.7371
10/22/08
(459)
 
49.5103
10/23/08
(308)
 
49.5783
10/23/08
(500)
 
51.1099
10/29/08
(186)
 
51.3515
10/30/08
(91)
 
51.3764
10/30/08
 
 
 
 
22
EX-99.1 2 ex991to13da106297040_103108.htm JOINT FILING AGREEMENT ex991to13da106297040_103108.htm
Exhibit 99.1
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them that certain Amendment No. 1 to the Statement on Schedule 13D filed on November 4, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Datascope Corp.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:     November 4, 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 PB, LTD
By: Ramius Advisors, LLC,
       its investment advisor
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
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
 
JEFFREY M. SOLOMON
 
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
 Thomas W. Strauss
 
 
 
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