| CUSIP No. 81111T102 | 13D |
Page
1 of 24 Pages |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)1
SCS
Transportation, Inc.
(Name of Issuer)
Common Stock,
$.001 Par Value
(Title of Class of Securities)
81111T102
(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)
January 26,
2006
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box o.
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 24 Pages)
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 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. 81111T102 | 13D |
Page 2 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 623,326 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 623,326 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 623,326 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% |
||
14. |
TYPE
OF REPORTING PERSON* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 3 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| PARCHE, LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 249,636 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 249,636 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,636 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% |
||
14. |
TYPE
OF REPORTING PERSON* OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 4 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| RCG AMBROSE MASTER FUND, LTD | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 87,043 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 87,043 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,043 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 5 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| RCG HALIFAX FUND, LTD | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 79,589 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 79,589 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,589 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 6 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| RAMIUS MASTER FUND, LTD. | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 390,069 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 390,069 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,069 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% |
||
14. |
TYPE
OF REPORTING PERSON* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 7 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| ADMIRAL ADVISORS, LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 872,962 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 872,962 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 872,962 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% |
||
14. |
TYPE
OF REPORTING PERSON* OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 |
13D |
Page 8 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| RAMIUS ADVISORS, LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 390,069 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 390,069 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,069 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% |
||
14. |
TYPE
OF REPORTING PERSON* IA, OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 9 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| RAMIUS CAPITAL GROUP, LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 1,429,663 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 1,429,663 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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* IA, OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 10 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| C4S & CO., LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 1,429,663 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 1,429,663 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 11 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| PETER A. COHEN | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 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 1,429,663 |
||
| 9. |
SOLE
DISPOSITIVE POWER -0- |
||
| 10. |
SHARED
DISPOSITIVE POWER 1,429,663 |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 12 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| MORGAN B. STARK | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 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 1,429,663 |
||
| 9. |
SOLE
DISPOSITIVE POWER -0- |
||
| 10. |
SHARED
DISPOSITIVE POWER 1,429,663 |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 13 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| JEFFREY M. SOLOMON | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 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 1,429,663 |
||
| 9. |
SOLE
DISPOSITIVE POWER -0- |
||
| 10. |
SHARED
DISPOSITIVE POWER 1,429,663 |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 14 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| THOMAS W. STRAUSS | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 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 1,429,663 |
||
| 9. |
SOLE
DISPOSITIVE POWER -0- |
||
| 10. |
SHARED
DISPOSITIVE POWER 1,429,663 |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,663 |
||
| 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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 15 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| JEFFREY C. SMITH | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (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) o |
||
| 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*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page 16 of 24 Pages |
| 1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
| JEFFREY C. WARD | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a)
þ
|
|||
| (b) o | |||
| 3. |
SEC USE
ONLY |
||
| 4. |
SOURCE OF
FUNDS* PF |
||
| 5. |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
||
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
| 7. |
SOLE
VOTING POWER 2,000 |
||
| 8. |
SHARED
VOTING POWER - 0 - |
||
| 9. |
SOLE
DISPOSITIVE POWER 2,000 |
||
| 10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000 |
||
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 81111T102 | 13D |
Page
17 of 24 Pages |
The
following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D
filed by the undersigned. This Amendment No. 2 amends the Schedule 13D as specifically
set forth.
Item
3 is hereby amended and restated as follows:
The
Shares purchased by Starboard, Parche, RCG Ambrose, RCG Halifax and Ramius Master
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 A, which is incorporated by reference herein. The aggregate purchase cost
of the 1,429,663 Shares beneficially owned in the aggregate by all of the
Reporting Persons, not including Mr. Ward, is approximately $31,273,269, including
brokerage commissions. The aggregate purchase price of the 2,000 Shares owned
directly by Mr. Ward is approximately $45,040, including brokerage commissions. The
Shares owned directly by Mr. Ward were acquired with personal funds.
Item
5 is hereby amended and restated as follows:
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 14,473,938 Shares outstanding, 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 October 28, 2005.
A.
Starboard
(a)
As of the date of this filing, Starboard beneficially owns 623,326 Shares.
Percentage:
Approximately 4.3% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 623,326
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the disposition: 623,326
4. Shared power to
dispose or direct the disposition: 0
(c)
The number of Shares acquired by Starboard since the filing of Amendment No. 1 to
Schedule 13D is set forth in Schedule A and is incorporated by reference.
B.
Parche
(a)
As of the date of this filing, Parche beneficially owns 249,636 Shares.
Percentage:
Approximately 1.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 249,636
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the disposition: 249,636
4. Shared power to
dispose or direct the disposition: 0
| CUSIP No. 81111T102 | 13D |
Page
18 of 24 Pages |
(c)
The number of Shares acquired by Parche since the filing of Amendment No. 1 to Schedule
13D is set forth in Schedule A and is incorporated by reference.
C.
RCG Ambrose
(a)
As of the date of this filing, RCG Ambrose beneficially owns 87,043 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 87,043
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 87,043
4. Shared power to dispose
or direct the disposition: 0
(c)
The number of Shares acquired by RCG Ambrose since the filing of Amendment No. 1 to
Schedule 13D is set forth in Schedule A and is incorporated by reference.
D.
RCG Halifax
(a)
As of the date of this filing, RCG Halifax beneficially owns 79,589 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 79,589
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 79,589
4. Shared power to dispose
or direct the disposition: 0
(c)
The number of Shares acquired by RCG Halifax since the filing of Amendment No. 1 to
Schedule 13D is set forth in Schedule A and is incorporated by reference.
E.
Ramius Master
(a)
As of the date of this filing, Ramius Master beneficially owns 390,069 Shares.
Percentage:
Approximately 2.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 390,069
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the disposition: 390,069
4. Shared power to
dispose or direct the disposition: 0
(c)
The number of Shares acquired by Ramius Master since the filing of Amendment No. 1 to
Schedule 13D is set forth in Schedule A and is incorporated by reference.
| CUSIP No. 81111T102 | 13D |
Page
19 of 24 Pages |
F.
Admiral Advisors
(a)
As of the date of this filing, as the investment manager of Starboard and the managing
member of Parche, Admiral Advisors may be deemed the beneficial owner of (i) 623,326
Shares owned by Starboard and (ii) 249,636 Shares owned by Parche.
Percentage:
Approximately 6.0% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 872,962
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the disposition: 872,962
4. Shared power to
dispose or direct the disposition: 0
(c)
Admiral Advisors did not enter into any transactions in the Shares since the filing of
the Amendment No. 1 to Schedule 13D. The transactions in the Shares since the filing of
Amendment No. 1 to Schedule 13D on behalf of Starboard and Parche, which were all in the
open market, are set forth in Schedule A, and are incorporated by reference.
G.
Ramius Advisors
(a)
As of the date of this filing, as the investment advisor of Ramius Master, Ramius
Advisors may be deemed the beneficial owner of 390,069 Shares owned by Ramius Master.
Percentage:
Approximately 2.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 390,069
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct the disposition: 390,069
4. Shared power to
dispose or direct the disposition: 0
(c)
Ramius Advisors did not enter into any transactions in the Shares since the filing of
Amendment No. 1 to Schedule 13D. The transactions in the Shares since the filing of
Amendment No. 1 to Schedule 13D on behalf of Ramius Master, which were all in the open
market, are set forth in Schedule A, and are incorporated by reference.
H.
Ramius Capital
(a)
As of the date of this filing, as the sole member of Admiral Advisors and Ramius
Advisors (the investment advisor of Ramius Master) and as the investment advisor to RCG
Halifax and RCG Ambrose, Ramius Capital may be deemed the beneficial owner of (i)
623,326 shares owned by Starboard, (ii) 249,636 Shares owned by Parche, (iii) 87,043
Shares owned by RCG Ambrose, (iv) 79,589 Shares owned by RCG Halifax and (v) 390,069
Shares owned by Ramius Master.
Percentage:
Approximately 9.9% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 1,429,663
| CUSIP No. 81111T102 | 13D |
Page
20 of 24 Pages |
2.
Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the
disposition: 1,429,663
4. Shared power to dispose or direct the disposition: 0
(c)
Ramius Capital did not enter into any transactions in the Shares since the filing of
Amendment No. 1 to Schedule 13D. The transactions in the Shares since the filing of
Amendment No. 1 to Schedule 13D on behalf of Starboard, Parche, RCG Ambrose, RCG Halifax
and Ramius Master are set forth in Schedule A, and are incorporated herein by reference.
I.
C4S
(a)
As of the date of this filing, as the managing member of Ramius Capital, C4S may be
deemed the beneficial owner of (i) 623,326 Shares owned by Starboard, (ii) 249,636
Shares owned by Parche, (iii) 87,043 Shares owned by RCG Ambrose, (iv) 79,589 Shares
owned by RCG Halifax, and (v) 390,069 Shares owned by Ramius Master.
Percentage:
Approximately 9.9% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 1,429,663
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 1,429,663
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.
1 to Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to
Schedule 13D on behalf of Starboard, Parche, RCG Ambrose, RCG Halifax and Ramius Master
are set forth in Schedule A and are incorporated by reference.
J.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
(a)
As of the date of this filing, 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) 623,326
Shares owned by Starboard, (ii) 249,636 Shares owned by Parche, (iii) 87,043 Shares
owned by RCG Ambrose, (iv) 79,589 Shares owned by RCG Halifax and (v) 390,069 Shares
owned by Ramius Master. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting
and dispositive power with respect to the Shares owned by Starboard, Parche, RCG
Ambrose, RCG Halifax and Ramius Master by virtue of their shared authority to vote and
dispose of such Shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial
ownership of such Shares.
Percentage:
Approximately 9.9% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote:
1,429,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to
dispose or direct the disposition: 1,429,663
| CUSIP No. 81111T102 | 13D |
Page
21 of 24 Pages |
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon have entered into any
transactions in the Shares since the filing of Amendment No. 1 to Schedule 13D. The
transactions in the Shares since the filing of Amendment No. 1 to Schedule 13D on behalf
of Starboard, Parche, RCG Ambrose, RCG Halifax and Ramius Master are set forth in
Schedule A and are incorporated by reference.
K.
Mr. Smith
(a)
As of the date of this filing, Mr. Smith does not beneficially own any Shares of the
Issuer.
Percentage:
0%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or
direct the disposition: 0
(c)
N/A
L.
Mr. Ward
(a)
As of the date of this filing, Mr. Ward beneficially owns 2,000 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 2,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,000
4. Shared power to dispose or
direct the disposition: 0
(c)
Mr. Ward has not acquired any Shares since the filing of Amendment No. 1 to Schedule 13D.
(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.
(e)
Not applicable.
| CUSIP No. 81111T102 | 13D |
Page
22 of 24 Pages |
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: January 27, 2006 | ||||
| RAMIUS CAPITAL GROUP, LLC | RCG AMBROSE MASTER FUND, LTD. | |||
| By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC, | |
| as Managing Member | its Investment Advisor | |||
| By: | /s/ Jeffrey M. Solomon | By: | C4S & Co., L.L.C., | |
| its Managing Member | ||||
| Name: Jeffrey M. Solomon | ||||
| Title: Managing Member | By: | /s/ Jeffrey M. Solomon | ||
| Name: Jeffrey M. Solomon | ||||
| Title: Managing Member | ||||
| RCG HALIFAX FUND, LTD. | RAMIUS MASTER FUND, LTD | |||
| By: | Ramius Capital Group, LLC, | By: | By: Ramius Advisors, LLC | |
| its Investment Advisor | its Investment Advisor | |||
| By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC | |
| its Managing Member | its Managing Member | |||
| By: | /s/ Jeffrey M. Solomon | By: | /s/ Jeffrey M. Solomon | |
| Name: Jeffrey M. Solomon | Name: Jeffrey M. Solomon | |||
| Title: Managing Member | Title: Managing Member | |||
| C4S & CO., L.L.C. | JEFFREY M. SOLOMON | |||
| By: | /s/ Jeffrey M. Solomon | By: | /s/ Jeffrey M. Solomon | |
| Name: Jeffrey M. Solomon | Individually and as attorney-in-fact for Peter A. | |||
| Title: Managing Member | Cohen, Morgan B. Stark and Thomas W. Strauss |
|||
| STARBOARD VALUE & OPPORTUNITY | PARCHE, LLC | |||
| MASTER FUND LTD. | By: Admiral Advisors, LLC, its managing member | |||
| By: | /s/ Jeffrey M. Solomon | By: | /s/ Jeffrey M. Solomon | |
| Name: Jeffrey M. Solomon | Name: Jeffrey M. Solomon | |||
| Title: Authorized Signatory | Title: Authorized Signatory | |||
| CUSIP No. 81111T102 | 13D |
Page
23 of 24 Pages |
| ADMIRAL ADVISORS, LLC | RAMIUS ADVISORS, LLC | |||
| By: | Ramius Capital Group, LLC, its managing member | By: | Ramius Capital Group, LLC, its managing member | |
| By: | /s/ Jeffrey M. Solomon | By: | /s/ Jeffrey M. Solomon | |
| Name: Jeffrey M. Solomon | Name: Jeffrey M. Solomon | |||
| Title: Authorized Signatory | Title: Authorized Signatory |
|||
| /s/ Jeffrey C. Smith | ||||
| JEFFREY C. SMITH | ||||
| /s/ Jeffrey C. Ward | ||||
| JEFFREY C. WARD | ||||
| CUSIP No. 81111T102 | 13D |
Page
24 of 24 Pages |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 1 to Schedule 13D
Shares
of Common Stock Purchased |
Price
Per Share($) |
Date
of Purchase |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
4,410 |
28.2000 |
01/25/06 |
19,385 |
27.6716 |
01/25/06 |
29,400 |
27.8000 |
01/26/06 |
PARCHE, LLC
| 1,853 |
28.2000 |
01/25/06 |
| 840 |
28.2000 |
01/25/06 |
8,143 |
27.6716 |
01/25/06 |
3,692 |
27.6716 |
01/25/06 |
12,350 |
27.8000 |
01/26/06 |
5,600 |
27.8000 |
01/26/06 |
RCG AMBROSE MASTER FUND, LTD.
|
1,268 5,571 8,450 |
28.2000 27.6716 27.8000 |
01/25/06 01/25/06 01/26/06 |
RCG HALIFAX FUND, LTD.
| 1,073 4,714 7,150 |
28.2000 27.6716 27.8000 |
01/25/06 01/25/06 01/26/06 |
RAMIUS MASTER FUND, LTD
|
5,556 24,428 37,050 |
28.2000 27.6716 27.8000 |
01/25/06 01/25/06 01/26/06 |