sc13da106297074_09302009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

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

(Amendment No. 1)1

Immersion Corporation
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
452521107
(CUSIP Number)

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)

October 1, 2009
(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 o.

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. 452521107
 
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
 
844,705
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
844,705
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
844,705
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 452521107
 
1
NAME OF REPORTING PERSON
 
RCG PB, 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
 
694,222
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
694,222
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
694,222
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 452521107
 
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
 
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
 
295,173
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
295,173
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
295,173
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 452521107
 
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
 
844,705
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
844,705
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
844,705
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 452521107
 
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
 
989,395
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
989,395
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
989,395
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 452521107
 
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
 
1,834,100
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,834,100
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 452521107
 
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
 
1,834,100
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,834,100
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 452521107
 
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
 
1,834,100
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,834,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 452521107
 
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
 
1,834,100
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,834,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 452521107
 
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
 
1,834,100
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,834,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN

 
11

 
CUSIP NO. 452521107
 
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
 
1,834,100
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,834,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,834,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 452521107
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 shall be deemed to amend and restate in their entirety Items 2, 3 and 5, add to Item 6 the existence of a new joint filing agreement among the Reporting Persons and add an additional exhibit to Item 7 of the Schedule 13D.  The primary purpose of amending the Schedule 13D is to remove Parche, LLC (“Parche”) as a Reporting Person and to add RCG PB, Ltd. as a Reporting Person as a result of a restructuring of the Reporting Persons' ownership in the Issuer, through which Parche transferred its holdings in the Issuer to Ramius Enterprise Master Fund Ltd (which owned 100% of the economic interests in Parche) and Ramius Value and Opportunity Master Fund Ltd transferred certain of its holdings in the Issuer to RCG PB, Ltd.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 
(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 Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
RCG PB, Ltd., a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund and RCG PB;
 
 
(v)
RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
 
 
(vi)
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;
 
 
(vii)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of Ramius;
 
 
(viii)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(ix)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(x)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xi)
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.
 
 
13

 
CUSIP NO. 452521107
 
(b)           The address of the principal office of each of Ramius Advisors, RCG Starboard Advisors, Ramius, 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 and RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies.  The officers and directors of 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 RCG PB and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB 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 Enterprise Master Fund and RCG PB has been formed for the purpose of making equity and debt investments.  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 Enterprise Master Fund and RCG PB.  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.  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 or Schedule D, 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 or Schedule D, 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 Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund 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 1,834,100 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund is approximately $7,445,000, excluding brokerage commissions.
 
 
14

 
CUSIP NO. 452521107
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 27,957,359 Shares outstanding, as of April 30, 2009, 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 6, 2009.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the close of business on October 2, 2009, Value and Opportunity Master Fund beneficially owned 844,705 Shares.
 
Percentage: Approximately 3.0%.
 
 
(b)
1. Sole power to vote or direct vote: 844,705
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 844,705
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Value and Opportunity Master Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
B.
RCG PB
 
 
(a)
As of the close of business on October 2, 2009, RCG PB beneficially owned 694,222 Shares.
 
Percentage: 2.5%.
 
 
(b)
1. Sole power to vote or direct vote: 694,222
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 694,222
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by RCG PB since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
C.
Enterprise Master Fund
 
 
(a)
As of the close of business on October 2, 2009, Enterprise Master Fund beneficially owned 295,173 Shares.
 
Percentage: 1.1%.
 
 
(b)
1. Sole power to vote or direct vote: 295,173
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 295,173
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Enterprise Master Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
 
15

 
CUSIP NO. 452521107
 
D.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of Enterprise Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 295,173 Shares owned by Enterprise Master Fund and (ii) 694,222 Shares owned by RCG PB.
 
Percentage: 3.5%.
 
 
(b)
1. Sole power to vote or direct vote: 989,395
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 989,395
 
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 the Schedule 13D.  The transactions in the Shares on behalf of RCG PB and Enterprise Master Fund since the filing of the Schedule 13D are set forth in Schedule A and incorporated by reference.
 
E.
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 844,705 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 3.0%.
 
 
(b)
1. Sole power to vote or direct vote: 844,705
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 844,705
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.
 
F.
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) 844,705 Shares owned by Value and Opportunity Master Fund, (ii) 694,222 Shares owned by RCG PB and (iii) 295,173 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 6.6%.
 
 
(b)
1. Sole power to vote or direct vote: 1,834,100
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,834,100
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
 
16

 
CUSIP NO. 452521107
 
G.
C4S
 
 
(a)
C4S, as the managing member of Ramius, may be deemed the beneficial owner of the (i) 844,705 Shares owned by Value and Opportunity Master Fund, (ii) 694,222 Shares owned by PCG PB and (iii) 295,173 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 6.6%.
 
 
(b)
1. Sole power to vote or direct vote: 1,834,100
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,834,100
 
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 the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
H.
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) 844,705 Shares owned by Value and Opportunity Master Fund, (ii) 694,222 Shares owned by RCG PB and (iii) 295,173 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 6.6%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,834,100
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,834,100
 
 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund 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.
 
Item 6 is hereby amended to add the following:
 
 
17

 
CUSIP NO. 452521107
 
On October 5, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Item 7.
Material to be Filed as Exhibits.  
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund, Ltd, RCG PB, Ltd., Ramius Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated October 5, 2009.
 
 
18

 
CUSIP NO. 452521107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 5, 2009
 
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
By: RCG Starboard Advisors, LLC,
       its investment manager
 
RCG PB, LTD.
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
        its sole member
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
   its sole member
 
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 
 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
 
 
/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
19

 
CUSIP NO. 452521107
 
SCHEDULE A

Transactions by the Reporting Persons and Parche, LLC  in the Shares Since the Filing of the Schedule 13D

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

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
252
 
3.8267
09/14/09
8,148
 
3.8353
09/17/09
6,804
 
4.1243
09/18/09
85
 
4.0000
09/18/09
5,711
 
4.1462
09/22/09
12,600
 
4.2721
09/23/09
588
 
4.2135
09/23/09
12,012
 
4.2177
09/24/09
1,155
 
4.2049
09/24/09
21,525
 
4.2023
09/25/09
252
 
4.2000
09/25/09
16,548
 
4.2090
09/28/09
4,848
 
4.3741
09/28/09
7,752
 
4.3530
09/29/09
335
 
4.4312
09/29/09
12,265
 
4.4243
09/29/09
252
 
4.3817
09/30/09
12,348
 
4.3760
09/30/09
(5,738) #
 
4.2800
10/01/09
(2,048) #
 
4.2800
10/01/09
(452) #
 
4.2800
10/01/09
(435) #
 
4.2800
10/01/09
(4,096) #
 
4.2800
10/01/09
(9,325) #
 
4.2800
10/01/09
(7,993) #
 
4.2800
10/01/09
(11,378) #
 
4.2800
10/01/09
(19,608) #
 
4.2800
10/01/09
(82,792) #
 
4.2800
10/01/09
(3,234) #
 
4.2800
10/01/09
(20,038) #
 
4.2800
10/01/09
(255) #
 
4.2800
10/01/09
(9,227) #
 
4.2800
10/01/09
(6,182) #
 
4.2800
10/01/09
(3,300) #
 
4.2800
10/01/09
(6,827) #
 
4.2800
10/01/09
 

# Shares were transferred to RCG PB, Ltd., an affiliate of Ramius Value and Opportunity Master Fund Ltd, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
 
20

 
CUSIP NO. 452521107
 
(7,456) #
 
4.2800
10/01/09
(7,750) #
 
4.2800
10/01/09
(8,369)#
 
4.2800
10/01/09
(1,024)#
 
4.2800
10/01/09
(8,571) #
 
4.2800
10/01/09
(303) #
 
4.2800
10/01/09
(5,689) #
 
4.2800
10/01/09
(4,361) #
 
4.2800
10/01/09
(9,178) #
 
4.2800
10/01/09
(11,801) #
 
4.2800
10/01/09
(607) #
 
4.2800
10/01/09
(6,409) #
 
4.2800
10/01/09
(4,096) #
 
4.2800
10/01/09
(2,444) #
 
4.2800
10/01/09
(4,638) #
 
4.2800
10/01/09
(11,378) #
 
4.2800
10/01/09
(1,669) #
 
4.2800
10/01/09
(14,308) #
 
4.2800
10/01/09
(7,282) #
 
4.2800
10/01/09
(569) #
 
4.2800
10/01/09
(6,846) #
 
4.2800
10/01/09
(11,687) #
 
4.2800
10/01/09
(4,532) #
 
4.2800
10/01/09
(493) #
 
4.2800
10/01/09
(4,402) #
 
4.2800
10/01/09
(2,958) #
 
4.2800
10/01/09
(683) #
 
4.2800
10/01/09
(1,801) #
 
4.2800
10/01/09
(12,990) #
 
4.2800
10/01/09
(42) #
 
4.2800
10/01/09
(9,970) #
 
4.2800
10/01/09
(4,930) #
 
4.2800
10/01/09
(5,689) #
 
4.2800
10/01/09
(9,330) #
 
4.2800
10/01/09
(6,865) #
 
4.2800
10/01/09
(6,622) #
 
4.2800
10/01/09
(7,661) #
 
4.2800
10/01/09
(8,305) #
 
4.2800
10/01/09
(11,535) #
 
4.2800
10/01/09
(9,094) #
 
4.2800
10/01/09
(13,564) #
 
4.2800
10/01/09
(14,245) #
 
4.2800
10/01/09
(7,585) #
 
4.2800
10/01/09
(2,117) #
 
4.2800
10/01/09
(5,468) #
 
4.2800
10/01/09
(38) #
 
4.2800
10/01/09
(2,863) #
 
4.2800
10/01/09
 

# Shares were transferred to RCG PB, Ltd., an affiliate of Ramius Value and Opportunity Master Fund Ltd, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
 
21

 
CUSIP NO. 452521107
 
(1,214)#
 
4.2800
10/01/09
(48) #
 
4.2800
10/01/09
(1,724) #
 
4.2800
10/01/09
(3,793) #
 
4.2800
10/01/09
(20,662) #
 
4.2800
10/01/09
(15,170) #
 
4.2800
10/01/09
(33,763) #
 
4.2800
10/01/09
(1,187) #
 
4.2800
10/01/09
(3,431) #
 
4.2800
10/01/09
(1,498) #
 
4.2800
10/01/09
(4,563) #
 
4.2800
10/01/09
(834) #
 
4.2800
10/01/09
(6,102) #
 
4.2800
10/01/09
(341) #
 
4.2800
10/01/09
(14,679) #
 
4.2800
10/01/09
(323) #
 
4.2800
10/01/09
(7,065) #
 
4.2800
10/01/09
(9,924) #
 
4.2800
10/01/09
(700) #
 
4.2800
10/01/09
(10,407) #
 
4.2800
10/01/09
(114) #
 
4.2800
10/01/09
(3,679) #
 
4.2800
10/01/09
(3,072) #
 
4.2800
10/01/09
(38) #
 
4.2800
10/01/09
(2,579) #
 
4.2800
10/01/09
(5,689) #
 
4.2800
10/01/09
(265) #
 
4.2800
10/01/09
(5,423) #
 
4.2800
10/01/09
(521) #
 
4.2800
10/01/09
(9,719) #
 
4.2800
10/01/09
(114) #
 
4.2800
10/01/09
(7,471) #
 
4.2800
10/01/09
(2,189) #
 
4.2800
10/01/09
(3,500) #
 
4.2800
10/01/09
(151) #
 
4.2800
10/01/09
(5,538) #
 
4.2800
10/01/09
(114) #
 
4.2800
10/01/09
(5,575) #
 
4.2800
10/01/09
7,350
 
4.1971
10/01/09
245
 
4.2900
10/01/09
11,025
 
4.2548
10/01/09
4,459   4.2004 10/02/09
 

# Shares were transferred to RCG PB, Ltd., an affiliate of Ramius Value and Opportunity Master Fund Ltd, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
 
22

 
CUSIP NO. 452521107
 
PARCHE, LLC

1,552
 
3.8353
09/14/09
64
 
4.4312
09/29/09
(3,513)*
 
4.2800
10/01/09
(1,552)*
 
4.2800
10/01/09
(64)*
 
4.2800
10/01/09
 
RAMIUS ENTERPRISE MASTER FUND LTD
 
48
 
3.8267
09/14/09
1,296
 
4.1243
09/17/09
16
 
4.0000
09/18/09
1,088
 
4.1462
09/18/09
2,400
 
4.2721
09/22/09
112
 
4.2135
09/23/09
2,288
 
4.2177
09/23/09
220
 
4.2049
09/24/09
4,100
 
4.2023
09/24/09
48
 
4.2000
09/25/09
3,152
 
4.2090
09/25/09
924
 
4.3741
09/28/09
1,476
 
4.3530
09/28/09
2,336
 
4.4243
09/29/09
48
 
4.3817
09/30/09
2,352
 
4.3760
09/30/09
3,513**
 
4.2800
10/01/09
1,552**
 
4.2800
10/01/09
64**
 
4.2800
10/01/09
1,950
 
4.1971
10/01/09
65
 
4.2900
10/01/09
2,925
 
4.2548
10/01/09
1,183   4.2004 10/02/09
 
RCG PB, LTD.

3,234##
 
3.7273
10/01/09
341##
 
3.7009
10/01/09
20,038##
 
3.7518
10/01/09
14,679##
 
3.6770
10/01/09
255##
 
3.7803
10/01/09
9,227##
 
3.7799
10/01/09
323##
 
3.7231
10/01/09
7,065##
 
3.8005
10/01/09
 

* Shares were transferred to Ramius Enterprise Master Fund Ltd, an affiliate of Parche, LLC, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer. 
** Shares were acquired from Parche, LLC, an affiliate of Ramius Enterprise Master Fund Ltd, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer. 
## Shares were acquired from Ramius Value and Opportunity Master Fund Ltd, an affiliate of RCG PB, Ltd., in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
23

 
CUSIP NO. 452521107
 
6,182##
 
3.5752
10/01/09
3,300##
 
3.5692
10/01/09
6,827##
 
3.6178
10/01/09
7,456##
 
3.6700
10/01/09
9,924##
 
3.8775
10/01/09
7,750##
 
3.6519
10/01/09
700##
 
3.8522
10/01/09
10,407##
 
3.8315
10/01/09
8,369##
 
3.6373
10/01/09
114##
 
3.8357
10/01/09
3,679##
 
3.8398
10/01/09
1,024##
 
3.6458
10/01/09
8,571##
 
3.6420
10/01/09
3,072##
 
4.1288
10/01/09
38##
 
4.0090
10/01/09
2,579##
 
4.1507
10/01/09
303##
 
3.5945
10/01/09
5,689##
 
4.2821
10/01/09
265##
 
4.2225
10/01/09
5,423##
 
4.2222
10/01/09
521##
 
4.2139
10/01/09
9,719##
 
4.2068
10/01/09
114##
 
4.2090
10/01/09
7,471##
 
4.2135
10/01/09
5,689##
 
4.2579
10/01/09
2,189##
 
4.3831
10/01/09
3,500##
 
4.3575
10/01/09
4,361##
 
4.2339
10/01/09
9,178##
 
4.2508
10/01/09
11,801##
 
4.2485
10/01/09
151##
 
4.4402
10/01/09
5,538##
 
4.4288
10/01/09
114##
 
4.3907
10/01/09
5,575##
 
4.3805
10/01/09
607##
 
4.3109
10/01/09
6,409##
 
4.3926
10/01/09
4,096##
 
4.2741
10/01/09
2,444##
 
4.2451
10/01/09
4,638##
 
4.2594
10/01/09
11,378##
 
4.5047
10/01/09
1,669##
 
4.4306
10/01/09
14,308##
 
4.4662
10/01/09
7,282##
 
4.3911
10/01/09
569##
 
4.3878
10/01/09
6,846##
 
4.2768
10/01/09
11,687##
 
4.2827
10/01/09
 

 
24

 
CUSIP NO. 452521107
4,532##
 
4.4102
10/01/09
493##
 
4.4057
10/01/09
4,402##
 
4.3766
10/01/09
2,958##
 
4.4168
10/01/09
683##
 
4.4039
10/01/09
1,801##
 
4.3969
10/01/09
12,990##
 
4.2917
10/01/09
42##
 
4.4090
10/01/09
9,970##
 
4.3843
10/01/09
4,930##
 
4.1321
10/01/09
5,689##
 
4.1136
10/01/09
9,330##
 
4.2374
10/01/09
6,865##
 
4.2237
10/01/09
6,622##
 
4.2580
10/01/09
7,661##
 
4.2529
10/01/09
8,305##
 
4.2653
10/01/09
11,535##
 
4.2683
10/01/09
9,094##
 
4.1672
10/01/09
13,564##
 
4.2392
10/01/09
14,245##
 
4.2196
10/01/09
7,585##
 
4.2027
10/01/09
2,117##
 
4.1986
10/01/09
5,468##
 
4.1874
10/01/09
38##
 
4.2091
10/01/09
2,863##
 
4.2200
10/01/09
1,214##
 
4.2020
10/01/09
48##
 
4.2090
10/01/09
5,738##
 
4.6731
10/01/09
1,724##
 
4.2024
10/01/09
3,793##
 
3.9050
10/01/09
2,048##
 
4.6934
10/01/09
452##
 
4.6661
10/01/09
20,662##
 
3.9155
10/01/09
15,170##
 
3.6351
10/01/09
33,763##
 
3.6200
10/01/09
1,187##
 
3.5466
10/01/09
3,431##
 
3.5035
10/01/09
435##
 
5.0859
10/01/09
1,498##
 
3.6020
10/01/09
4,563##
 
3.5987
10/01/09
4,096##
 
4.6948
10/01/09
9,325##
 
4.5848
10/01/09
7,993##
 
4.6318
10/01/09
834##
 
3.7383
10/01/09
6,102##
 
3.7663
10/01/09
11,378##
 
3.9883
10/01/09
19,608##
 
3.9147
10/01/09
82,792##
 
3.9169
10/01/09
5,700
 
4.1971
10/01/09
190
 
4.2900
10/01/09
8,550
 
4.2548
10/01/09
3,458   4.2004 10/02/09
 
25

 
CUSIP NO. 452521107
 
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
 
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
  United States
             
Mark R. Mitchell
Director
 
Partner 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
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
  Cayman Islands
             
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
  Cayman Islands

 
26

 
CUSIP NO. 452521107
 
SCHEDULE C
 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
  Citizenship
             
Morgan B. Stark
Director
 
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
  United States
             
Marran Ogilvie
Director
 
Chief Operating Officer 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
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
  Cayman Islands
             
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
  Cayman Islands
 
 
27

 
CUSIP NO. 452521107
 
SCHEDULE D
 
Directors and Officers of RCG PB, Ltd.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
  Citizenship
             
Morgan B. Stark
Director
 
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
  United States
             
Marran Ogilvie
Director
 
Chief Operating Officer 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
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
  Cayman Islands
             
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
  Cayman Islands
 
 
28