Sharper Image Corp - Statement of Beneficial Ownership (SC 13D)

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

Sharper Image Corporation

(Name of Issuer)

Common Stock, par value $0.01  per share

(Title of Class of Securities)

820013100

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 20, 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 ).

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CUSIP NO. 820013100

 

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   295,915
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   295,915
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                   295,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   2.0%
14	TYPE OF REPORTING PERSON                   OO

2

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          STARBOARD 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   1,553,555
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   1,553,555
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,553,555
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.3%
14	TYPE OF REPORTING PERSON   CO

3

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          RCG ENTERPRISE, 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   295,915
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   295,915
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   295,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.0%
14	TYPE OF REPORTING PERSON   CO

4

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CUSIP NO. 820013100

 

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   1,849,470
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   1,849,470
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IA, OO

5

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          RAMIUS CAPITAL GROUP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,849,470
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   1,849,470
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IA, OO

6

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,849,470
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   1,849,470
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   OO

7

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                         PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    - 0 -
	8	SHARED VOTING POWER   1,849,470
	9	SOLE DISPOSITIVE POWER    - 0 -
	10	SHARED DISPOSITIVE POWER   1,849,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IN

8

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    - 0 -
	8	SHARED VOTING POWER   1,849,470
	9	SOLE DISPOSITIVE POWER    - 0 -
	10	SHARED DISPOSITIVE POWER   1,849,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IN

9

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                         JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,849,470
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,849,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IN

10

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CUSIP NO. 820013100

 

1	NAME OF REPORTING PERSON                                          THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    - 0 -
	8	SHARED VOTING POWER   1,849,470
	9	SOLE DISPOSITIVE POWER    - 0 -
	10	SHARED DISPOSITIVE POWER   1,849,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,849,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.2%
14	TYPE OF REPORTING PERSON   IN

11

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CUSIP NO. 820013100

                                

           The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).  The undersigned were previously part of a Section 13(d) reporting group that included Knightspoint Partners, LLC, and certain of its affiliates (the “Knightspoint Group”).  The undersigned ceased to be members of the Knightspoint Group on August 29, 2007.  For ownership information relating to the undersigned prior to the filing of this Schedule 13D, please make reference to Schedule 13D filed by Knightspoint Partners II, L.P. with the Securities and Exchange Commission (the "SEC") on March 9, 2006, as amended by that certain Amendment No. 1 filed with the SEC on May 11, 2006, by that certain Amendment No. 2 filed with the SEC on September 29, 2006, by that certain Amendment No. 3 filed with the SEC on March 20, 2007, by that certain Amendment No. 4 filed with the SEC on May 24, 2007, by that certain Amendment No. 5 filed with the SEC on August 29, 2007.

Item 1.                      Security and Issuer .

This statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Sharper Image Corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 350 The Embarcadero, 6 th Floor, San Francisco, CA 94105.

Item 2.                      Identity and Background .

(a) This statement is filed by:

(i)

Parche, LLC, a Delaware limited liability company (“Parche”), with respect to the Shares directly and beneficially owned by it;

(ii)

Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands exempted company (“Starboard”), with respect to the Shares directly and beneficially owned by it;

(iii)

RCG Enterprise, Ltd, a Cayman Islands exempted company (“RCG Enterprise”);

(iv)

RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the managing manager of Parche and as the investment manager of Starboard;

(v)

Ramius Capital Group, L.L.C., a Delaware limited liability company (“Ramius Capital”), who serves as the sole member of RCG Starboard Advisors and as the investment manager of RCG Enterprise;

(vi)

C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of Ramius Capital;

(vii)

Peter A. Cohen ("Mr. Cohen"), who serves as one of the managing members of C4S;

(viii)

Morgan B. Stark ("Mr. Stark"), who serves as one of the managing members of C4S;

(ix)

Thomas W. Strauss ("Mr. Strauss"), who serves as one of the managing members of C4S; and

(x)

Jeffrey M. Solomon ("Mr. 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.

 

 

12

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CUSIP NO. 820013100

 

 

                                Peter A. Feld, a party to the Agreement to Jointly File Schedule 13D, entered into by the Reporting Persons on August 27, 2007 and filed as Exhibit 1 to Amendment No. 5 to the Schedule 13D filed by the Knightspoint Partners II, L.P., on August 29, 2007, resigned as a director of the Issuer effective January 25, 2008.  As a result, Mr. Feld is no longer considered a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934 and, therefore, is not a "Reporting Person" for purposes of this Schedule 13D.

 

(b)           The address of the principal office of each of Parche, RCG Starboard Advisors, Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon is 666 Third Avenue, 26 th Floor, New York, New York 10017.

The address of the principal office of each of Starboard and RCG Enterprise 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 Starboard 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 RCG Enterprise and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.

(c)           The principal business of each of Starboard, Parche and RCG Enterprise is serving as a private investment fund. Each of Starboard and Parche 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.  The principal business of RCG Starboard Advisors is acting as the managing member of Parche and as the investment manager of Starboard.  Ramius Capital is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the investment manager of RCG Enterprise.  C4S serves as managing member of Ramius Capital. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.

(d)           No Reporting Person, nor any person listed on Schedule B or Schedule C, 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 or Schedule C, 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.

(f)           Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.

Item 3.                      Source and Amount of Funds or Other Consideration .

     The Shares purchased by Starboard and Parche 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 1,849,470 Shares beneficially owned in the aggregate by Starboard and Parche is approximately $18,350,750, excluding brokerage commissions .

 

 

13

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CUSIP NO. 820013100

 

Certain Shares reported in this Schedule 13D as beneficially owned by Parche were acquired in private transactions with various transferors for which Ramius Capital or an affiliate serves as the investment manager, the managing member or the managing member of the investment manager.  Ramius Capital is the sole member of RCG Starboard Advisors, which is the managing member of Parche.  Parche acquired from such transferors an aggregate of 103,471 Shares on February 27, 2006 at a per Share price of $11.04, equal to the last reported sales price on the Nasdaq National Market on the date the transaction was completed, or an aggregate of $1,142,320. The total of 103,471 Shares transferred to Parche were initially acquired by the transferors for an aggregate of $1,142,320 (excluding commissions and other execution related costs).  Such transferors have not effected any transactions in the Shares within the 60 days prior to the filing of this Schedule 13D.  The Reporting Persons do not believe that the information contained in this paragraph is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only.

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.

No Reporting Person 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 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 as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership 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 15,154,249 Shares outstanding, as of December 7, 2007, 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 December 10, 2007.

A.

Parche

 

(a)

As of the close of business on February 22, 2008, Parche beneficially owned 295,915 Shares.

 

Percentage: Approximately 2.0%.

 

 

14

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CUSIP NO. 820013100

 

(b)

1. Sole power to vote or direct vote: 295,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 295,915

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 A and are incorporated by reference.

 

B.

Starboard

 

(a)

As of the close of business on February 22, 2008, Starboard beneficially owned 1,553,555 Shares.

 

Percentage: Approximately 10.3%.

 

(b)

1. Sole power to vote or direct vote: 1,553,555

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,553,555

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Starboard in the past 60 days are set forth in Schedule A and are incorporated by reference.

 

C.	RCG Enterprise

 

(a)

As of the close of business on February 22, 2008, RCG Enterprise, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed the beneficial owner of the 295,915 Shares beneficially owned by Parche.

 

Percentage: Approximately 2.0%.

 

(b)

1. Sole power to vote or direct vote: 295,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 295,915

4. Shared power to dispose or direct the disposition: 0

 

(c)

RCG Enterprise 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 A and are incorporated by reference.

 

D.	RCG Starboard Advisors

 

(a)

As of the close of business on February 22, 2008, as the managing member of Parche and the investment manager of Starboard, RCG Starboard Advisors may be deemed the beneficial owner of the (i) 1,553,555 Shares beneficially owned by Starboard, and (ii) 295,915 Shares beneficially owned by Parche.

 

Percentage: Approximately 12.2%.

 

(b)

1. Sole power to vote or direct vote: 1,849,470

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,849,470

4. Shared power to dispose or direct the disposition: 0

 

 

15

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CUSIP NO. 820013100

 

 

(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 Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

 

E.	Ramius Capital

 

(a)

As of the close of business on February 22, 2008, as the sole member of RCG Starboard Advisors, Ramius Capital may be deemed the beneficial owner of the (i) 1,553,555 Shares beneficially owned by Starboard and (ii) 295,915 Shares beneficially owned by Parche.

 

Percentage: Approximately 12.2%.

 

(b)

1. Sole power to vote or direct vote: 1,849,470

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,849,470

4. Shared power to dispose or direct the disposition: 0

 

(c)

Ramius Capital 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 Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

 

F.

C4S

 

(a)

As of the close of business on February 22, 2008, as the managing member of Ramius Capital, C4S may be deemed the beneficial owner of the (i) 1,553,555 Shares beneficially owned by Starboard and (ii) 295,915 Shares beneficially owned by Parche.

 

Percentage: Approximately 12.2%.

 

(b)

1. Sole power to vote or direct vote: 1,849,470

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,849,470

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 Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

 

G.	Messrs. Cohen, Stark, Strauss and Solomon

 

(a)

As of the close of business on February 22, 2008, as the managing members of C4S, each of Messrs. Cohen, Stark, Strauss and Solomon may be deemed the beneficial owner of the (i) 1,553,555 Shares beneficially owned by Starboard and (ii) 295,915 Shares beneficially owned by Parche.

 

Percentage: Approximately 12.2%.

 

 

16

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CUSIP NO. 820013100

 

 

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,849,470

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,849,470

 

(c)

None of Messrs. Cohen, Stark, Strauss or 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 Starboard and Parche, which were all in the open market, are set forth in Schedule A 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)

Not applicable.

 

Item 6.                      Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

On February 22, 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.

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.

 

Item 7.                      Material to be Filed as Exhibits .

Exhibit 99.1

Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, RCG Starboard Advisors, LLC, RCG Enterprise, Ltd, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated February 22, 2008.

Exhibit 99.2

Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated August 16, 2007.

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CUSIP NO. 820013100

 

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:   February 22, 2008

PARCHE, LLC		RCG STARBOARD ADVISORS, LLC
By:     RCG Starboard Advisors, LLC,		By:   Ramius Capital Group, L.L.C.,
its managing member		its sole member
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.		RCG ENTERPRISE, LTD
By:     RCG Starboard Advisors, LLC,		By:   Ramius Capital Group, L.L.C.,
its investment manager		its investment manager
		RAMIUS CAPITAL GROUP, L.L.C.
		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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CUSIP NO. 820013100

SCHEDULE A

Transactions in the Shares During the Past 60 Days

 

Shares of Common Stock Purchased/(Sold)

Price Per Share($)

Date of Purchase/Sale

PARCHE, LLC

(128,000)

0.3789

02/20/08

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

(672,000)

0.3789

02/20/08

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CUSIP NO. 820013100

 

SCHEDULE B

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd.

 

Name and Position	Principal Occupation	Principal Business Address
Mark Mitchell Director	Partner of Ramius Capital Group, L.L.C.	666 Third Avenue 26 th Floor New York, New York 10017
Jeffrey M. Solomon Director	Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.	666 Third Avenue 26 th Floor New York, New York 10017
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

 

 

 

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CUSIP NO. 820013100

 

SCHEDULE C

Directors and Officers of RCG Enterprise, 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 Capital Group, L.L.C.	666 Third Avenue 26 th Floor New York, New York 10017
Marran Ogilvie Director	General Counsel of Ramius Capital Group, L.L.C.	666 Third Avenue 26 th Floor New York, New York 10017
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

 

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