SC 13D 1 sc13d06297084_07162010.htm SCHEDULE 13D sc13d06297084_07162010.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

Cypress Bioscience, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

232674507
(CUSIP Number)
 
JEFFREY C. SMITH
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7955

STEVE 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)

July 16, 2010
(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. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,067,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,067,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS OPTIMUM INVESTMENTS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
134,951
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
134,951
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
134,951
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,549
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,549
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,549
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
COWEN OVERSEAS INVESTMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
610,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
610,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
610,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,549
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,549
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,549
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
6

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
747,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
747,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
747,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,067,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,067,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
9

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
CO

 
10

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 232674507
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer
 
This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of Cypress Bioscience, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 4350 Executive Drive, Suite 325, San Diego, California 92121.
.
Item 2.
Identity and Background.
 
 
(a)
This statement is filed by:
 
 
(i)
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it;
 
 
(v)
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), who serves as the sole shareholder of Navigation Master Fund;
 
 
(vi)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of each of Enterprise Master Fund and Navigation Master Fund, the managing member of ROIL and the general partner of COIL;
 
 
(vii)
RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
 
 
(viii)
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;
 
 
(ix)
Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;
 
 
(x)
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen;
 
 
(xi)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;
 
 
17

 
CUSIP NO. 232674507
 
 
(xii)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(xiii)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(xiv)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xv)
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of ROIL, Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and COIL is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.  The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.  The officers and directors of Navigation Master Fund and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2.  The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Each of Navigation Master Fund, ROIL and COIL has been formed for the purpose of making equity and debt investments.  Enterprise Master Fund is the sole shareholder of Navigation Master Fund.  The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund and Enterprise Master Fund, as the managing member of ROIL and as the general partner of COIL.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of Ramius.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
 
(d)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, 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.
 
 
18

 
CUSIP NO. 232674507
 
(f)           Messrs. Cohen, Stark, Strauss and Solomon are citizens of the United States of America.  The citizenship of the persons listed on Schedule B, Schedule C, Schedule D and Schedule E is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL were purchased with working capital (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 A, which is incorporated by reference herein.  The aggregate purchase cost of the 3,815,000 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund and ROIL is approximately $9,716,196, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
On July 19, 2010, Value and Opportunity Master Fund and its affiliates (collectively, the “Ramius Group”) delivered a letter to the Issuer’s Board of Directors (the “Board”) outlining an offer to acquire all of the outstanding Shares that the Ramius Group does not already own for $4.00 per Share in cash (the “Acquisition Offer”).  The Acquisition Offer described in the letter represents a 60% premium over the July 16, 2010 closing price and a 74% premium over the average closing price since the acquisition of BioLineRx’s BL-1020 drug.  In addition to the all-cash Acquisition Offer, the Ramius Group also stated in the letter that it would be willing to consider an acquisition structure that would allow management to continue the development of the recently acquired BL-1020 if they are able to fund the required financing for the Phase IIb trial themselves or from a third party financing source. The letter stated that under this proposed structure management and third party financing could retain a 50% interest in BL-1020, with the other 50% interest retained on a pro-rata basis by the Issuer’s existing shareholders. The Ramius Group stated in the letter that it believes that this structure would provide shareholders with immediate liquidity through an all-cash acquisition at a significant premium to the current stock price and provide shareholders with an opportunity to retain future upside potential from the development of BL-1020 without shareholders funding the risk.
 
In the letter the Ramius Group also called on the Board to stop blindly following a management team that continues to destroy shareholder value by making increasingly risky investments with shareholder money and to immediately hire a reputable investment bank to evaluate the Ramius Group’s Acquisition Offer and to formally explore a sale of the Issuer to maximize the value for all shareholders.  The Ramius Group implored the Board to cease and desist from approving any further acquisitions and not enter into, or seek or propose to enter into, any further material transactions, licensing agreements or business combinations that could jeopardize the ability for shareholders to realize full and fair value for their investment.  The Ramius Group also questioned whether the members of the Board have breached their respective fiduciary duties to shareholders by continuing to approve highly speculative, overpriced, and value-destroying acquisitions that serve only to further entrench the existing management team and the current Board.
 
 
19

 
CUSIP NO. 232674507
 
Additionally, the Ramius Group noted in the letter that it is currently evaluating all legal options and reserves its right to take any action necessary to ensure that the Issuer is run in a manner that is consistent with the best interests of all shareholders.  The Ramius Group further stated that, while it looks forward to having productive discussions with the Issuer to consummate a transaction, in the event the Board is unwilling to negotiate a transaction that maximizes value for all shareholders, the Ramius Group reserves all rights to take any action it deems necessary to ensure the best interests of all shareholders are represented.  A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
No Reporting Person and, to the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the Issuer’s response to the Acquisition Offer, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer, including their Acquisition Offer, as they deem appropriate including, without limitation, communications with management and the Board of the Issuer, submitting books and records requests and/or a demand for a shareholder list of the Issuer under Delaware law, engaging in discussions with third parties about the Issuer, the Reporting Persons’ investment and the Acquisition Offer, making additional or supplementary proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,375,206 Shares outstanding, as of May 57, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2010.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of close of the close of business on July 16, 2010, Value and Opportunity Master Fund beneficially owned 3,067,500 Shares.
 
Percentage: Approximately 8.0%.
 
 
(b)
1. Sole power to vote or direct vote: 3,067,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,067,500
 
4. Shared power to dispose or direct the disposition: 0
 
 
20

 
CUSIP NO. 232674507

 
(c)
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on July 16, 2010, Navigation Master Fund beneficially owned 2,549 Shares.
 
Percentage: Less than 1%.
 
 
(b)
1. Sole power to vote or direct vote: 2,549
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,549
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
ROIL
 
 
(a)
As of the close of business on July 16, 2010, ROIL beneficially owned 134,951 Shares.
 
Percentage: Less than 1%.
 
 
(b)
1. Sole power to vote or direct vote: 134,951
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 134,951
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by ROIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
D.
COIL
 
 
(a)
As of the close of business on July 16, 2010, COIL beneficially owned 610,000 Shares.
 
Percentage: Approximately 1.6%.
 
 
(b)
1. Sole power to vote or direct vote: 610,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 610,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Enterprise Master Fund
 
 
(a)
Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 2,549 Shares owned by Navigation Master Fund.
 
Percentage: Less than 1%.
 
 
21

 
CUSIP NO. 232674507
 
 
(b)
1. Sole power to vote or direct vote: 2,549
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,549
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Navigation Master Fund during the past 60 days are set forth on Schedule A and are incorporated herein by reference.
 
F.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of Navigation Master Fund, the managing member of ROIL and the general partner of COIL, may be deemed the beneficial owner of the (i) 2,549 Shares owned by Navigation Master Fund, (ii) 134,951 Shares owned by ROIL and (iii) 610,000 Shares owned by COIL.
 
Percentage: Approximately 1.9%.
 
 
(b)
1. Sole power to vote or direct vote: 747,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 747,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by Navigation Master Fund, ROIL and COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
G.
RCG Starboard Advisors
 
 
(a)
RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 3,067,500 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 8.0%.
 
 
(b)
1. Sole power to vote or direct vote: 3,067,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,067,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
H.
Ramius
 
 
(a)
Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL.
 
Percentage: Approximately 9.9%.
 
 
22

 
CUSIP NO. 232674507
 
 
(b)
1. Sole power to vote or direct vote: 3,815,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,815,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
 
I.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL.
 
Percentage: Approximately 9.9%.
 
 
(b)
1. Sole power to vote or direct vote: 3,815,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,815,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Cowen has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
 
J.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL.
 
Percentage: Approximately 9.9%.
 
 
(b)
1. Sole power to vote or direct vote: 3,815,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,815,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
RCG Holdings has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
 
 
23

 
CUSIP NO. 232674507
 
K.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL.
 
Percentage: Approximately 9.9%.
 
 
(b)
1. Sole power to vote or direct vote: 3,815,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,815,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
C4S has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
 
L.
Messrs. Cohen, Stark, Strauss and Solomon
 
 
(a)
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 3,067,500 Shares owned by Value and Opportunity Master Fund, (ii) 2,549 Shares owned by Navigation Master Fund, (iii) 134,951 Shares owned by ROIL and (iv) 610,000 Shares owned by COIL.
 
Percentage: Approximately 9.9%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,815,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,815,000
 
 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.
 
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, beneficially owns any securities of the Issuer.
 
 
(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, the Shares.
 
 
(e)
Not applicable.
 
 
24

 
CUSIP NO. 232674507
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On July 19, 2010, 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 99.2 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule B, Schedule C, Schedule D or Schedule E, who are not also Reporting Persons, is a party to any contract, agreement or understanding required to be disclosed herein.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Letter to the Board of Directors, dated July 19, 2010.
 
 
99.2
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated July 19, 2010.
 
 
99.3
Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 26, 2010.
 
 
25

 
CUSIP NO. 232674507
 
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:  July 19, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC,
       its investment manager
 
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS OPTIMUM INVESTMENTS LLC
By: Ramius Advisors, LLC,
       its managing member
COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
       its general partner
 
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: Cowen Group, Inc.,
       its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
        its managing member
 
C4S & CO., L.L.C.
 


By:
/s/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory


/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon,
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
 

 
 
26

 
CUSIP NO. 232674507
 
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
2,817
 
4.0624
05/27/2010
42,183
 
4.0813
05/27/2010
33,013
 
4.1521
05/28/2010
11,987
 
4.1609
06/01/2010
270
 
4.1483
06/02/2010
24,687
 
4.1335
06/02/2010
20,043
 
4.1777
06/03/2010
21,602
 
4.0621
06/04/2010
23,488
 
4.0316
06/07/2010
78,390
 
3.9439
06/08/2010
450
 
3.8990
06/09/2010
461,070
 
4.0040
06/09/2010
27,900
 
4.1652
06/10/2010
32,490
 
4.1512
06/10/2010
29,610
 
4.2279
06/11/2010
180
 
4.2900
06/11/2010
71,820
 
4.3660
06/11/2010
22,500
 
4.3473
06/14/2010
40,500
 
4.3221
06/14/2010
25,695
 
4.1968
06/15/2010
19,305
 
4.2209
06/15/2010
67,500
 
4.1852
06/16/2010
67,500
 
4.2616
06/17/2010
67,500
 
4.3465
06/18/2010
(180)
 
4.0350
06/21/2010
1,980
 
3.9949
06/21/2010
(589,320)
 
3.1955
06/21/2010
2,520
 
3.9929
06/21/2010
(90)
 
2.5550
06/22/2010
(359,910)
 
2.5479
06/22/2010
(45,000)
 
2.4471
06/23/2010
120,600
 
2.4271
06/24/2010
216,900
 
2.4217
06/24/2010
118,800
 
2.4431
06/25/2010
151,200
 
2.4757
06/25/2010
22,500
 
2.4348
06/28/2010
22,500
 
2.4726
06/28/2010
45,000
 
2.4348
06/28/2010
45,000
 
2.4500
06/28/2010
 
 
 

 
CUSIP NO. 232674507
 
135,000
 
2.4546
06/28/2010
22,500
 
2.3844
06/29/2010
22,500
 
2.3704
06/29/2010
45,000
 
2.3834
06/29/2010
22,500
 
2.2684
06/30/2010
22,500
 
2.3037
06/30/2010
22,500
 
2.2973
06/30/2010
18,750
 
2.1918
07/01/2010
15,000
 
2.2338
07/01/2010
3,750
 
2.2400
07/01/2010
18,750
 
2.1840
07/02/2010
37,500
 
2.1677
07/02/2010
29,250
 
2.1784
07/06/2010
18,750
 
2.2122
07/06/2010
8,250
 
2.1465
07/07/2010
37,500
 
2.1687
07/07/2010
18,750
 
2.1691
07/08/2010
18,750
 
2.1654
07/08/2010
18,750
 
2.1787
07/08/2010
18,750
 
2.1562
07/09/2010
18,750
 
2.1409
07/09/2010
18,750
 
2.1569
07/12/2010
37,500
 
2.3129
07/13/2010
18,750
 
2.1600
07/14/2010
18,750
 
2.1437
07/15/2010
30,000
 
2.2330
07/15/2010
337,500
 
2.4389
07/16/2010
1,087,500
 
2.5416
07/16/2010
 
RAMIUS NAVIGATION MASTER FUND LTD
 
313
 
4.0624
05/27/2010
4,687
 
4.0813
05/27/2010
3,668
 
4.1521
05/28/2010
1,332
 
4.1609
06/01/2010
30
 
4.1483
06/02/2010
2,743
 
4.1335
06/02/2010
2,227
 
4.1777
06/03/2010
(2)
 
4.0350
06/21/2010
25
 
3.9949
06/21/2010
(7,413)
 
3.1955
06/21/2010
32
 
3.9929
06/21/2010
(1)
 
2.5550
06/22/2010
(4,525)
 
2.5479
06/22/2010
(567)
 
2.4471
06/23/2010
 
 
 

 
CUSIP NO. 232674507
 
 
RAMIUS OPTIMUM INVESTMENTS LLC
 
2,400
 
4.0621
06/04/2010
2,610
 
4.0316
06/07/2010
8,710
 
3.9439
06/08/2010
50
 
3.8990
06/09/2010
51,230
 
4.0040
06/09/2010
3,100
 
4.1652
06/10/2010
3,610
 
4.1512
06/10/2010
3,290
 
4.2279
06/11/2010
20
 
4.2900
06/11/2010
7,980
 
4.3660
06/11/2010
2,500
 
4.3473
06/14/2010
4,500
 
4.3221
06/14/2010
2,855
 
4.1968
06/15/2010
2,145
 
4.2209
06/15/2010
7,500
 
4.1852
06/16/2010
7,500
 
4.2616
06/17/2010
7,500
 
4.3465
06/18/2010
(18)
 
4.0350
06/21/2010
195
 
3.9949
06/21/2010
(58,067)
 
3.1955
06/21/2010
248
 
3.9929
06/21/2010
(9)
 
2.5550
06/22/2010
(35,465)
 
2.5479
06/22/2010
(4,433)
 
2.4471
06/23/2010
13,400
 
2.4271
06/24/2010
24,100
 
2.4217
06/24/2010
13,200
 
2.4431
06/25/2010
16,800
 
2.4757
06/25/2010
2,500
 
2.4348
06/28/2010
2,500
 
2.4726
06/28/2010
5,000
 
2.4348
06/28/2010
5,000
 
2.4500
06/28/2010
15,000
 
2.4546
06/28/2010
2,500
 
2.3844
06/29/2010
2,500
 
2.3704
06/29/2010
5,000
 
2.3834
06/29/2010
2,500
 
2.2684
06/30/2010
2,500
 
2.3037
06/30/2010
2,500
 
2.2973
06/30/2010
 
COWEN OVERSEAS INVESTMENT LP
 
6,250
 
2.1918
07/01/2010
5,000
 
2.2338
07/01/2010
1,250
 
2.2400
07/01/2010
6,250
 
2.1840
07/02/2010
12,500
 
2.1677
07/02/2010
9,750
 
2.1784
07/06/2010
 
 
 

 
CUSIP NO. 232674507
 
6,250
 
2.2122
07/06/2010
2,750
 
2.1465
07/07/2010
12,500
 
2.1687
07/07/2010
6,250
 
2.1691
07/08/2010
6,250
 
2.1654
07/08/2010
6,250
 
2.1787
07/08/2010
6,250
 
2.1562
07/09/2010
6,250
 
2.1409
07/09/2010
6,250
 
2.1569
07/12/2010
12,500
 
2.3129
07/13/2010
6,250
 
2.1600
07/14/2010
6,250
 
2.1437
07/15/2010
10,000
 
2.2330
07/15/2010
112,500
 
2.4389
07/16/2010
362,500
 
2.5416
07/16/2010
 
 
 

 
CUSIP NO. 232674507
 
SCHEDULE B
 
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Jeffrey M. Solomon
Director
 
Chief Operating Officer of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Mark R. Mitchell
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
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
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
 
Cayman Islands
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
 
Cayman Islands

 
 

 
CUSIP NO. 232674507
 
SCHEDULE C
 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chairman of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
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
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
 
Cayman Islands
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
 
Cayman Islands
 

 
 
 

 
CUSIP NO. 232674507
 
SCHEDULE D
 
Directors and Officers of Ramius Navigation Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Jeffrey C. Smith
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States

 
 
 

 
CUSIP NO. 232674507
 
SCHEDULE E
 
Directors and Officers of Cowen Group, Inc.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
 
Chief Executive Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Kevin Kotler
Director
 
Vice Chairman of Gilbert Global Equity Partners
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jules B. Kroll
Director
 
President of JEMKroll Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
David M. Malcolm
Director
 
President and Chief Executive Officer of Cowen and Company
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jerome S. Markowitz
Director
 
Senior Partner at Conifer Securities LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jack H. Nusbaum
Director
 
Chairman of Willkie Farr & Gallagher LLP
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Edoardo Spezzotti
Director
 
Senior Executive Vice President of Unicredit Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
Italy
             
John E. Toffolon, Jr.
Lead Director
 
Director, Westway Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Christopher A. White
Chief of Staff
 
Chief of Staff of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
 
 
 

 
CUSIP NO. 232674507
 
Joseph R. Wright
Director
 
Senior Advisor to The Chart Group, L.P. and Director of Scientific Games Corporation
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Morgan B. Stark
Member of Executive and Operating Committees
 
Chairman of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Thomas W. Strauss
Member of Executive and Operating Committees
 
President of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Stephen A. Lasota
Chief Financial Officer
 
Chief Financial Officer of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jeffrey M. Solomon
Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee and member of the Operating Committee
 
Chief Operating Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States