UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Gravity Co., Ltd.
(Name of Issuer)
Common Stock, Par Value Won 500 Per Share
(Title of Class of Securities)
38911N107
(CUSIP Number)
Marran Ogilvie
666 Third Avenue
26th Floor
New York, New York 10017
(212) 845-7909
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 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 [ ].
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.
(Page 1 of 37 Pages)
----------------
*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. 38911N107 13D Page 2 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
37,309
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
37,309
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
37,309
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.54%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 3 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Parche, LLC 20-0870632
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
59,596
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
59,596
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
59,596
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.86%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 4 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
37,132
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
37,132
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
37,132
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.53%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 5 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
37,564
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
37,564
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
37,564
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.54%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 6 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
134,219
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
134,219
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
134,219
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.93%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 7 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Admiral Advisors, LLC 37-1484525
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
96,905
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
96,905
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
96,905
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.39%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA, OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 8 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Ramius Advisors, LLC 13-3954331
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
134,219
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
134,219
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
134,219
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.93%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA,OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 9 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Safe Harbor Master Fund, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
133,273
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
133,273
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
133,273
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.92%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 10 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Safe Harbor Investment Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
133,273
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
133,273
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
133,273
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.92%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 11 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Ramius Capital Group, L.L.C. 13-3937658
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
439,093
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
439,093
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA, OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 12 of 39 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
C4S & Co., L.L.C. 13-3946794
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
439,093
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
439,093
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 13 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,093
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
439,093
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 14 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,093
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
439,093
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 15 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,093
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
439,093
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 16 of 39 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) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,093
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
439,093
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
439,093
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.32%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 38911N107 13D Page 17 of 39 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") is being filed with respect
to the Common Stock, par value Won 500 per share (the "Common Stock"), of
Gravity Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Gravity" or the "Company"), whose principal executive offices are
located at 14F Meritz Tower, 825-2 Yeoksam-Dong, Gangnam-gu, Seoul 135-934
Korea.
Each Reporting Person beneficially owns its shares of Common Stock through
its beneficial ownership of American Depositary Shares ("ADSs"). Each ADS
represents one-fourth of one share of Common Stock. All references in this
Schedule 13D to the Common Stock of a Reporting Person are held by such
Reporting Person as ADSs and any general references to the Common Stock in this
Schedule 13D shall be deemed to include the ADSs as appropriate.
Item 2. Identity and Background.
Any disclosures made herein with respect to persons or entities other than
the Reporting Persons are made on information and belief. By virtue of the
communications among the Reporting Persons and representatives of Moon Capital
Management LP and certain of its affiliates (collectively the "Moon Entities")
as to the matters more fully described in Item 4 and the Sharing Agreement,
dated as of March 28, 2006, between the Reporting Persons and the Moon Entities
as to the sharing of certain information and expenses attached as an exhibit to
this Schedule 13D (the "Sharing Agreement"), the Reporting Persons may be deemed
to be a "group" with the Moon Entities for purposes of the Securities Exchange
Act of 1934, as amended (the "Act"). Although the Reporting Persons do not
affirm that such a group has been formed, this disclosure is being made to
ensure compliance with the Act. The Reporting Persons expressly disclaim
beneficial ownership of securities held by any person or entity other than the
various entities and accounts under the Reporting Persons' management and
control. The securities reported herein as being beneficially owned by the
Reporting Persons do not include any securities held by the Moon Entities
(including but not limited to accounts or entities under its control) or any
other person or entity other than the various entities and accounts under the
Reporting Persons' management and control.
(a) This statement is filed by:
(i) Starboard Value and Opportunity Master Fund Ltd., a Cayman
Islands exempted company ("Starboard") with respect to the
shares of Common Stock directly and beneficially owned by
it;
(ii) Parche, LLC, a Delaware limited liability company
("Parche") with respect to the shares of Common Stock
directly and beneficially owned by it;
(iii) RCG Ambrose Master Fund, Ltd., a Cayman Islands company
("RCG Ambrose"), with respect to the shares of Common
Stock directly and beneficially owned by it;
(iv) RCG Halifax Fund, Ltd., a Cayman Islands company ("RCG
Halifax"), with respect to the shares of Common Stock
directly and beneficially owned by it;
CUSIP No. 38911N107 13D Page 18 of 39 Pages
(v) Ramius Master Fund, Ltd. a Cayman Islands exempted company
("Ramius Master Fund"), with respect to the shares of
Common Stock directly and beneficially owned by it;
(vi) Admiral Advisors, LLC, a Delaware limited liability
company ("Admiral"), which serves as the investment
manager of Starboard and as the managing member of Parche;
(vii) Ramius Advisors, LLC, a Delaware limited liability company
("Ramius Advisors"), which serves as the investment
manager of Ramius Master Fund;
(viii) Safe Harbor Master Fund L.P., a Cayman Islands exempted
limited partnership ("Safe Harbor Master Fund"), with
respect to the shares of common Stock directly and
beneficially owned by it;
(ix) Safe Harbor Investment Ltd., a Cayman Islands exempted
company ("Safe Harbor Investment"), which serves as the
general partner of Safe Harbor Master Fund;
(x) Ramius Capital Group, L.L.C., a Delaware limited liability
company ("Ramius Capital"), which serves as the investment
manager of RCG Ambrose, RCG Halifax and Safe Harbor
Investment and the sole member of Admiral and Ramius
Advisors;
(xi) C4S & Co., L.L.C., a Delaware limited liability company
("C4S"), which serves as the managing member of Ramius
Capital;
(xii) Peter A. Cohen ("Mr. Cohen"), who serves as one of the
managing members of C4S;
(xiii) Morgan B. Stark ("Mr. Stark"), who serves as one of the
managing members of C4S;
(xiv) Thomas W. Strauss ("Mr. Strauss"), who serves as one of
the managing members of C4S; and
(xv) Jeffrey M. Solomon ("Mr. Solomon"), who serves as one of
the managing members of C4S.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons". Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The address of the principal business and principal office of each of
Ramius Capital, Parche, Admiral, Ramius Advisors, C4S, Mr. Cohen, Mr. Stark, Mr.
Strauss and Mr. Solomon is 666 Third Avenue, 26th Floor, New York, New York
10017. The address of the principal business and principal office of each of
CUSIP No. 38911N107 13D Page 19 of 39 Pages
Starboard, RCG Ambrose, RCG Halifax, Ramius Master Fund, Safe Harbor Master Fund
and Safe Harbor Investment is c/o Citco Fund Services (Cayman Islands) Limited,
Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West
Indies. The business addresses of the officers and directors of each of
Starboard, RCG Ambrose, RCG Halifax, Ramius Master Fund and Safe Harbor
Investment Ltd. are set forth on Schedules A, B, C, D and E, respectively, and
incorporated by reference in this Item 2.
(c) The principal business of Ramius Capital is that of an investment
adviser. The principal business of each of RCG Ambrose, RCG Halifax, Ramius
Master Fund and Safe Harbor Master Fund is serving as a private investment fund.
The principal business of each of Starboard and Parche is to make equity
investments, and, on occasion, to take an active role in the management of
portfolio companies in order to enhance shareholder value. The principal
business of Admiral is to be the investment manager of Starboard and the
managing member of Parche. The principal business of Safe Harbor Investment is
to serve as the General Partner of Safe Harbor Master Fund. The principal
business of Ramius Advisors is acting as investment manager to Ramius Master
Fund. C4S serves as managing member of Ramius Capital. Mr. Cohen, Mr. Strauss,
Mr. Stark and Mr. Solomon serve as co-managing members of C4S. The principal
occupations of the officers and directors of each of Starboard, RCG Ambrose, RCG
Halifax Ramius Master Fund and Safe Harbor Investment are set forth on Schedules
A, B, C, D and E, respectively, and incorporated by reference in this Item 2.
(d) None of the Reporting Persons or any other person identified in
response to this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or any other person identified in
response to this Item 2 has, during the last five years, been a 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) Starboard, RCG Ambrose, RCG Halifax, Ramius Master Fund, Safe Harbor
Master Fund and Safe Harbor Investment are organized under the laws of the
Cayman Islands. Ramius Capital, Parche, Ramius Advisors, Admiral and C4S are
each limited liability companies organized under the laws of the State of
Delaware. Mr. Cohen, Mr. Strauss, Mr. Stark and Mr. Solomon are each United
States citizens.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock purchased by Starboard, Parche, RCG Ambrose, RCG
Halifax, Ramius Master Fund and Safe Harbor Master Fund L.P. 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 indicated on Schedule F) as set forth in
Schedule F, which is incorporated by reference herein.
Item 4. Purpose of the Transaction.
The Reporting Persons purchased their shares of Common Stock based on their
belief that the Common Stock at the time of purchase was substantially
CUSIP No. 38911N107 13D Page 20 of 39 Pages
undervalued and represented an attractive investment opportunity.
The Reporting Persons and the Moon Entities have formed The Gravity
Committee for Fair Treatment of Minority Shareholders (the "Committee") to
protect the rights of minority shareholders of Gravity (Nasdaq: GRVY) and to
maximize the value of the Common Stock . The Committee believes that Gravity's
Board of Directors (the "Gravity Board") approved transactions that may have
benefited Taizo Son and other entities affiliated with Taizo Son or SOFTBANK
Corp. ("SOFTBANK"), including GungHo Online Entertainment ("GungHo") (JP: 3765),
to the potential detriment of Gravity's minority shareholders. Based on public
filings, the Committee believes that Taizo Son beneficially owns approximately
52.4% of Gravity's Common Stock. In addition, based on public filings, the
Committee believes that Taizo Son owns approximately 82% of Asian Groove, Inc.,
which owns approximately 32% of GungHo, and that SOFTBANK owns approximately 45%
of GungHo. SOFTBANK's President, Masayoshi Son, is Taizo Son's brother.
In August 2005, according to public filings, an affiliate of Taizo Son,
with financing facilitated by Masayoshi Son or his affiliates, purchased a 52.4%
interest in Gravity from Mr. Jung Ryool Kim, Gravity's founder, and certain
members of his family (the "Controlling Purchase"). The purchase price of $24.70
per ADS represented a premium of over three times the then current share price.
According to GungHo's 2005 financial statements, substantially all of GungHo's
revenue was derived from products licensed from or sold and licensed to Gravity
with 82% of the revenue generated by the license from Gravity of the popular
online game Ragnarok, which license expires in August 2006. The Committee
believes that the $24.70 per ADS price paid by the Taizo Son affiliate in the
Controlling Purchase indicates that Ragnarok, among other things, is extremely
important to GungHo's business. The Committee also believes that changes in the
Gravity Board and management since the completion of the Controlling Purchase
may have been effected to protect GungHo's interests, to the potential detriment
of Gravity's minority shareholders.
The Committee intends to examine, among other things, potential conflicts
of interest among members of the Gravity Board, several related party
transactions entered into between Gravity and entities affiliated with Taizo Son
or SOFTBANK, and the potential for future conflicts of interest in transactions
between Gravity and entities affiliated with Taizo Son or SOFTBANK.
In particular, the Committee believes that Taizo Son and the Gravity Board
may have conflicts of interest and may not seek to maximize value for all
Gravity shareholders in upcoming negotiations for a renewal of the license for
Ragnarok, Gravity's main revenue driver. GungHo's license of Ragnarok expires in
August 2006. The Committee is also concerned that the Gravity Board may not
authorize management to solicit alternative bidders for the Ragnarok license to
create maximum value for Gravity shareholders.
In order to maximize the value of Gravity's Common Stock and in order to
protect the rights of minority shareholders, the Committee, among other things,
may:
o Hold discussions with holders of Common Stock in Korea, with the
possible future inclusion of these holders in the Committee;
o Consider converting all or a portion of their ADSs into Common Stock;
o Seek to nominate independent members to the Gravity Board, potentially
CUSIP No. 38911N107 13D Page 21 of 39 Pages
at a special Extraordinary General Meeting of Shareholders, to monitor
Gravity's negotiations of the Ragnarok license and to establish and
oversee an auction process to determine whether alternative parties
might offer terms superior to those offered by GungHo;
o Seek to negotiate with Taizo Son a resolution whereby Taizo Son or one
of his affiliates offers to acquire all the Common Stock held by
minority shareholders; and/or
o If necessary, commence litigation against Gravity, its management
and/or the Gravity Board in Japan, Korea and/or in the United States.
In the event that entities affiliated with Taizo Son or SOFTBANK offer to
buy the Common Stock of the minority shareholders, the Committee intends to only
entertain a proposal that offers fair value and is made available to all Gravity
minority shareholders. The Committee notes that according to public filings, an
affiliate of Taizo Son, with financing facilitated by Masayoshi Son or his
affiliates, paid $24.70 per ADS in the Controlling Purchase. The Committee
believes that Gravity's prospects are strong and that Gravity has significant
potential for additional licensing revenues from games not yet released,
including, among others, Requiem and Ragnarok 2.
The Committee has retained Hannuri Partners as legal counsel in Korea.
Certain members of the Committee have also retained legal counsel in the
United States.
Certain members of the Committee entered into the Sharing Agreement, as
more fully described in Item 6.
The Reporting Persons may, alone or with others, communicate with or pursue
discussions with Gravity, and with other shareholders and other third parties,
with respect to the matters described above and potentially with respect to
other matters of concern with respect to the Reporting Persons' investment in
the Common Stock.
Except to the extent set forth above, or in any other Item hereof, the
Reporting Persons do not have any present plans or proposals that may relate to
or result in any of the events set forth in Item 4 of Schedule 13D. However, the
Reporting Persons may, at any time and from time to time, review or reconsider
their position with respect to Gravity, and may formulate (and modify) plans or
proposals with respect to any such matters. The Reporting Persons intend to
review their investment in Gravity on a continuing basis and may engage in
discussions with management, the Gravity Board, other shareholders of Gravity
and other relevant parties concerning the business, operations, board
composition, management, strategy and future plans of Gravity. Depending on
various factors including, without limitation, Gravity's financial position and
strategic direction, the outcome of the discussions and actions referenced in
this Item 4, actions taken by the Gravity Board, the price levels of the Common
Stock, availability of funds, subsequent developments affecting Gravity,
Gravity's business, other investment and business opportunities available to the
Reporting Persons, conditions in the securities market, general economic and
industry conditions and other factors that the Reporting Persons may deem
relevant from time to time, the Reporting Persons may maintain their investment
at current levels or may in the future take such actions with respect to their
investment in Gravity as they deem appropriate including, without limitation,
purchasing additional shares of Common Stock or selling some or all of their
shares of Common Stock, engaging in short selling of or any hedging or similar
transactions with respect to the
CUSIP No. 38911N107 13D Page 22 of 39 Pages
Common Stock, or changing their intention with respect to any and all matters
referred to in Item 4. Any acquisition or disposition of shares of, or short
sales or other hedging transaction with respect to the shares of, Common Stock
by the Reporting Persons may be effected through open market or privately
negotiated transactions, or otherwise.
Item 5. Interest in Securities of the Issuer.
1. Starboard
(a) As of the date of this filing, Starboard may be deemed the
beneficial owner of 37,309 shares of Common Stock.
Percentage: Approximately 0.54% as of the date hereof. The
percentages used herein and in the rest of Item 5 are
calculated based upon 6,948,900 shares, which reflects the
shares of Common Stock outstanding as of December 31, 2004,
as reported by the Company on its Form 20-F filed on June
30, 2005.
(b) 1. Sole power to vote or direct vote: 37,309
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 37,309
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by Starboard
is set forth in Schedule F and is incorporated by reference.
Starboard entered into transactions in the Common Stock
within the last sixty days which are set forth on Schedule
F.
(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.
2. Parche
(a) As of the date of this filing, Parche may be deemed the
beneficial owner of 59,596 shares of Common Stock.
Percentage: Approximately 0.86% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 59,596
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 59,596
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by Parche is
set forth in Schedule F and is incorporated by reference.
Parche entered into transactions in the Common Stock within
the last sixty days which are set forth on Schedule F.
CUSIP No. 38911N107 13D Page 23 of 39 Pages
(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.
3. RCG Ambrose
(a) As of the date of this filing, RCG Ambrose may be deemed the
beneficial owner of 37,132 shares of Common Stock.
Percentage: Approximately 0.53% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 37,132
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 37,132
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by RCG Ambrose
is set forth in Schedule F and is incorporated by reference.
RCG Ambrose entered into transactions in the Common Stock
within the last sixty days which are set forth on Schedule
F.
(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.
4. RCG Halifax
(a) As of the date of this filing, RCG Halifax may be deemed the
beneficial owner of 37,564 shares of Common Stock.
Percentage: Approximately 0.54% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 37,564
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 37,564
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by RCG Halifax
is set forth in Schedule F and is incorporated by reference.
RCG Halifax entered into transactions in the Common Stock
within the last sixty days which are set forth on Schedule
F.
(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.
CUSIP No. 38911N107 13D Page 24 of 39 Pages
(e) Not applicable.
5. Ramius Master Fund
(a) As of the date of this filing, Ramius Master Fund may be
deemed the beneficial owner of 134,219 shares of Common
Stock.
Percentage: Approximately 1.93% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 134,219
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 134,219
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by Ramius
Master Fund is set forth in Schedule F and is incorporated
by reference. Ramius Master Fund entered into transactions
in the Common Stock within the last sixty days which are set
forth on Schedule F.
(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.
6. Admiral
(a) As of the date of this filing, Admiral may be deemed the
beneficial owner of 96,905 shares of Common Stock.
Percentage: Approximately 1.39% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 96,905
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 96,905
4. Shared power to dispose or direct the
disposition: 0
(c) Admiral did not enter into any transactions in the Common
Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days on behalf of
Starboard and Parche, which were all in the open market
(except as otherwise indicated on Schedule F), are set forth
in Schedule F, 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.
CUSIP No. 38911N107 13D Page 25 of 39 Pages
7. Ramius Advisors
(a) As of the date of this filing, Ramius Advisors may be deemed
the beneficial owner of 134,219 shares of Common Stock.
Percentage: Approximately 1.93% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 134,219
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 134,219
4. Shared power to dispose or direct the
disposition: 0
(c) Ramius Advisors did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in
the Common Stock within the last sixty days on behalf of
Ramius Master Fund, which were all in the open market
(except as otherwise indicated on Schedule F), are set forth
in Schedule F, 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.
8. Safe Harbor Master Fund
(a) As of the date of this filing, Safe Harbor Master Fund may
be deemed the beneficial owner of 133,273 shares of Common
Stock.
Percentage: Approximately 1.92% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 133,273
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 133,273
4. Shared power to dispose or direct the
disposition: 0
(c) The number of shares of Common Stock acquired by Safe Harbor
Master Fund is set forth in Schedule F and is incorporated
by reference. Safe Harbor Master Fund entered into
transactions in the Common Stock within the last sixty days
which are set forth on Schedule F.
(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.
CUSIP No. 38911N107 13D Page 26 of 39 Pages
9. Safe Harbor Investment
(a) As of the date of this filing, Safe Harbor Investment may be
deemed the beneficial owner of 133,273 shares of Common
Stock.
Percentage: Approximately 1.92% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 133,273
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 133,273
4. Shared power to dispose or direct the
disposition: 0
(c) Safe Harbor Investment did not enter into any transactions
in the Common Stock within the last sixty days. The
transactions in the Common Stock within the last sixty days
on behalf of Safe Harbor Master Fund, which were all in the
open market (except as otherwise indicated on Schedule F),
are set forth in Schedule F, 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.
10. Ramius Capital
(a) As of the date of this filing, Ramius Capital may be deemed
the beneficial owner of 439,093 shares of Common Stock.
Percentage: Approximately 6.32% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 439,093
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 439,093
4. Shared power to dispose or direct the
disposition: 0
(c) Ramius Capital did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in
the Common Stock within the last sixty days on behalf of
Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master
Fund and Safe Harbor Master Fund, which were all in the open
market (except as otherwise indicated on Schedule F), are
set forth in Schedule F, 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.
CUSIP No. 38911N107 13D Page 27 of 39 Pages
11. C4S
(a) As of the date of this filing, C4S may be deemed the
beneficial owner of 439,093 shares of Common Stock.
Percentage: Approximately 6.32% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 439,093
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 439,093
4. Shared power to dispose or direct the
disposition: 0
(c) C4S did not enter into any transactions in the Common Stock
within the last sixty days. The transactions in the Common
Stock within the last sixty days on behalf of Starboard,
Parche, RCG Ambrose, RCG Halifax, Ramius Master Fund and
Safe Harbor Master Fund, which were all in the open market
(except as otherwise indicated on Schedule F), are set forth
in Schedule F, 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.
12. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
(a) As of the date of this filing, each of Mr. Cohen, Mr. Stark,
Mr. Strauss and Mr. Solomon may be deemed the beneficial
owner of 439,093 shares of Common Stock. Each of Mr. Cohen,
Mr. Stark, Mr. Strauss and Mr. Solomon disclaims beneficial
ownership of the shares of Common Stock owned by Starboard,
Parche, RCG Ambrose, RCG Halifax, Ramius Master Fund and
Safe Harbor Master Fund, and the filing of this Schedule 13D
shall not be construed as an admission that any such person
is the beneficial owner of any such securities.
Percentage: Approximately 6.32% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 439,093
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the
disposition: 439,093
(c) Neither Mr. Cohen, Mr. Stark, Mr. Strauss nor Mr. Solomon
has entered into any transactions in the Common Stock within
the last sixty days. The transactions in the Common Stock
within the last sixty days on behalf of Starboard, Parche,
RCG Ambrose, RCG Halifax, Ramius Master Fund and Safe Harbor
Master Fund, which were all in the open market (except as
otherwise indicated on Schedule F), are set forth in
Schedule F, and are incorporated by reference.
(d) No person other than the Reporting Persons is known to
CUSIP No. 38911N107 13D Page 28 of 39 Pages
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.
Upon information and belief, as of the close of business on March 27, 2006,
Moon may be deemed to beneficially own 529,086.5 shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Reporting Persons and the Moon Entities entered into the Sharing
Agreement pursuant to which they agreed, among other things, to (i) make
individual filings on Schedule 13D with respect to the Common Stock to the
extent required under applicable securities laws, (ii) provide written notice
within one business day to each other of purchases or sales of Common Stock or
the acquisition or disposition of beneficial ownership of Common Stock and (iii)
to share equally the costs of legal counsel in Korea in connection with pursuing
the matters set forth in Item 4 and to share any other agreed upon expenses. A
copy of the Sharing Agreement is filed as an exhibit to the Schedule 13D.
The Reporting Persons have entered into a Joint Filing Agreement attached
as Exhibit I hereto, as required by Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith the following Exhibits:
Exhibit I - Joint Filing Agreement, as required by Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Exhibit II - Power of Attorney for Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon, dated March 11, 2005.
Exhibit III - Sharing Agreement, dated March 28, 2006 among Ramius Capital
Group, L.L.C. on behalf of the Reporting Persons and Moon Capital
Management LP on behalf of itself and certain entities or funds affiliated
with Moon Capital Management LP.
CUSIP No. 38911N107 13D Page 29 of 39 Pages
SCHEDULE A
DIRECTORS AND OFFICERS OF STARBOARD
NAME AND POSITION PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
Mark R. Mitchell, Managing Director 666 Third Avenue
Director Ramius Capital Group, L.L.C. 26th Floor
New York, NY 10017
Jeffrey M. Solomon, Managing Member of C3S & 666 Third Avenue
Director Co., L.L.C. which is the 26th Floor
Managing Member of New York, NY 10017
Ramius Capital Group, L.L.C.
CFS Company, Ltd. Registered with Cayman Islands c/o Citco Fund Servies
Director Monetary Authority and affiliated (Cayman Islands) Limited
with Administrator of the Fund Corporate Centre
West Bay Road
Grand Cayman
Cayman Islands
British West Indies
CSS Corporation Ltd. Affiliate of Citco Fund Servies (Cayman
Secretary Administrator of the Fund Islands) Limited
Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CUSIP No. 38911N107 13D Page 30 of 39 Pages
SCHEDULE B
DIRECTORS AND OFFICERS OF RCG AMBROSE
NAME AND POSITION PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
Mark R. Mitchell, Managing Director 666 Third Avenue
Director Ramius Capital Group, L.L.C. 26th Floor
New York, NY 10017
Morgan B. Stark, Managing Member 666 Third Avenue
Director of C4S & Co., L.L.C. which is the 26th Floor
Managing Member of Ramius Capital New York, NY 10017
Group, L.L.C.
CFS Company, Ltd. Registered with Cayman Islands c/o Citco Fund Servies
Director Monetary Authority and affiliated (Cayman Islands) Limited
with Administrator of the Fund Corporate Centre
West Bay Road
Grand Cayman
Cayman Islands
British West Indies
CSS Corporation Ltd. Affiliate of Citco Fund Servies (Cayman
Secretary Administrator of the Fund Islands) Limited
Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CUSIP No. 38911N107 13D Page 31 of 39 Pages
SCHEDULE C
DIRECTORS AND OFFICERS OF RCG HALIFAX
NAME AND POSITION PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
Jeffrey M. Solomon, Managing Member 666 Third Avenue
Director Ramius Capital Group, L.L.C. 26th Floor
New York, NY 10017
Morgan B. Stark, Managing Member 666 Third Avenue
Director of C4S & Co., L.L.C. which is the 26th Floor
Managing Member of Ramius Capital New York, NY 10017
Group, L.L.C.
CFS Company, Ltd., Registered with Cayman Islands c/o Citco Fund Servies
Director Monetary Authority and affiliated (Cayman Islands) Limited
with Administrator of the Fund Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CSS Corporation Ltd. Affiliate of Citco Fund Servies (Cayman
Secretary Administrator of the Fund Islands) Limited
Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CUSIP No. 38911N107 13D Page 32 of 39 Pages
SCHEDULE D
DIRECTORS AND OFFICERS OF RAMIUS MASTER FUND
NAME AND POSITION PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
Morgan B. Stark, Managing Member 666 Third Avenue
Director of C4S & Co., L.L.C. which is the 26th Floor
Managing Member of Ramius Capital New York, NY 10017
Group, L.L.C.
Marran H. Ogilvie General Counsel of Ramius Capital 666 Third Avenue
Director Group, L.L.C. 26th Floor
New York, New York 10017
CFS Company, Ltd., Registered with Cayman Islands c/o Citco Fund Servies
Director Monetary Authority and affiliated (Cayman Islands) Limited
with Administrator of the Fund Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CSS Corporation Ltd. Affiliate of Citco Fund Servies (Cayman
Secretary Administrator of the Fund Islands) Limited
Corporate Centre
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CUSIP No. 38911N107 13D Page 33 of 39 Pages
SCHEDULE E
DIRECTORS AND OFFICERS OF SAFE HARBOR INVESTMENT LTD.
NAME AND POSITION PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
Mark Mitchell Managing Director of Ramius Capital 666 Third Avenue
Director Group, L.L.C. 26th Floor
New York, New York 10017
Jeffrey M. Solomon Managing Member of C4S & Co., L.L.C., 666 Third Avenue
Director which is the Managing Member of 26th Floor
Ramius Capital Group, L.L.C. New York, New York 10017
Jeffrey C. Smith Managing Director of Ramius Capital 666 Third Avenue
Director Group, L.L.C. 26th Floor
New York, New York 10017
Marran H. Ogilvie General Counsel of Ramius Capital 666 Third Avenue
Director Group, L.L.C. 26th Floor
New York, New York 10017
CSS Corporation Ltd. Affiliate of c/o Citco Fund Services
Secretary the Administrator of the Fund (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman Islands
British West Indies
CUSIP No. 38911N107 13D Page 34 of 39 Pages
SCHEDULE F
PURCHASES OF COMMON STOCK
DATE PRICE QUANTITY
Starboard Value and Opportunity Master Fund
Ltd.
3/21/2006 5.8408 11100
3/21/2006 5.9379 70720
3/22/2006 6.1847 9244
3/23/2006 6.9136 2830
3/24/2006 7.0495 33990
3/27/2006 7.1406 21354
Parche, LLC
3/21/2006 5.8408 3900
3/21/2006 5.9379 24847
18592
3/22/2006 6.0000 0(2)
3/22/2006 6.1847 1500
3/22/2006 6.1847 1749
3/23/2006 6.9136 536
3/23/2006 6.9136 459
3/24/2006 7.0495 6430
3/24/2006 7.0495 5512
3/27/2006 7.1406 3466
3/27/2006 7.1406 4067
RCG Ambrose Master Fund, Ltd.
3/20/2006 5.9964 496
3/21/2006 5.8408 1200
3/21/2006 5.9379 7645
3/22/2006 6.1847 999
3/23/2006 6.9136 306
3/24/2006 7.0495 3675
3/27/2006 7.1406 2311
RCG Halifax Fund, Ltd.
3/20/2006 5.9964 523
3/21/2006 5.8408 1200
3/21/2006 5.9379 7645
3/22/2006 6.1847 999
3/23/2006 6.9136 306
3/24/2006 7.0495 3675
3/27/2006 7.1406 2311
Ramius Master Fund, Ltd.
3/20/2006 5.9964 1904
3/21/2006 5.8408 4200
3/21/2006 5.9379 26760
3/22/2006 6.1847 3498
3/23/2006 6.9136 1071
3/24/2006 7.0495 12860
3/27/2006 7.1406 8088
Safe Harbor Master Fund L.P.
2/7/2006 7.3396 13901
2/8/2006 7.2460 62260
2/9/2006 7.1500 5000
2/10/2006 7.0488 1500
---------------
(1) The Reporting Persons purchased ADS, each of of which represents .25 shares of Common Stock.
(2) Shares were acquired in a private transactions with various transferors for which Ramius
Capital Group, L.L.C. or an affiliate serves as the investment manager, the managing member,
or the managing member of the investment manager.
CUSIP No. 38911N107 13D Page 35 of 39 Pages
DATE PRICE QUANTITY
2/13/2006 7.0467 900
2/14/2006 7.0241 6100
2/15/2006 7.0764 10544
2/16/2006 7.0000 4795
2/21/2006 6.7900 200
3/20/2006 5.9964 14938
3/21/2006 5.8408 8400
3/21/2006 5.9379 53518
3/22/2006 6.1847 6996
3/23/2006 6.9136 2142
3/24/2006 7.0495 25722
3/27/2006 7.1406 16176
CUSIP No. 38911N107 13D Page 36 of 39 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: March 28, 2006
STARBOARD VALUE AND OPPORTUNITY RAMIUS MASTER FUND, LTD
MASTER FUND LTD. By: Ramius Advisors, LLC
its investment manager
PARCHE, LLC By: Ramius Capital Group, L.L.C.
By: Admiral Advisors, LLC, its its managing member
managing member
ADMIRAL ADVISORS, LLC
RCG AMBROSE MASTER FUND, LTD. By: Ramius Capital Group, L.L.C.,
By: Ramius Capital Group, L.L.C., its managing member
its investment manager
By: C4S & Co., L.L.C., RAMIUS ADVISORS, LLC
its Managing Member By: Ramius Capital Group, L.L.C.,
its managing member
RCG HALIFAX FUND, LTD.
By: Ramius Capital Group, L.L.C., RAMIUS CAPITAL GROUP, L.L.C.
its investment manager By: C4S & Co., L.L.C.,
By: C4S & Co., L.L.C., as managing member
its managing member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
----------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
SAFE HARBOR MASTER FUND, L.P. SAFE HARBOR INVESTMENT LTD.
By: Safe Harbor Investment Ltd., By: /s/ Jeffrey M. Solomon
its general partner ---------------------------
Name: Jeffrey M. Solomon
By: /s/ Jeffrey M. Solomon Title: Authorized Signatory
---------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon
--------------------------------
Individually and as attorney-in-
fact for Peter A. Cohen, Morgan B.
Stark and Thomas W. Strauss
CUSIP No. 38911N107 13D Page 37 of 39 Pages
EXHIBIT I
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: March 28, 2006
STARBOARD VALUE AND OPPORTUNITY RAMIUS MASTER FUND, LTD
MASTER FUND LTD. By: Ramius Advisors, LLC
its investment manager
PARCHE, LLC By: Ramius Capital Group, L.L.C.
By: Admiral Advisors, LLC, its its managing member
managing member
ADMIRAL ADVISORS, LLC
RCG AMBROSE MASTER FUND, LTD. By: Ramius Capital Group, L.L.C.,
By: Ramius Capital Group, L.L.C., its managing member
its investment manager
By: C4S & Co., L.L.C., RAMIUS ADVISORS, LLC
its Managing Member By: Ramius Capital Group, L.L.C.,
its managing member
RCG HALIFAX FUND, LTD.
By: Ramius Capital Group, L.L.C., RAMIUS CAPITAL GROUP, L.L.C.
its investment manager By: C4S & Co., L.L.C.,
By: C4S & Co., L.L.C., as managing member
its managing member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
----------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
SAFE HARBOR MASTER FUND, L.P. SAFE HARBOR INVESTMENT LTD.
By: Safe Harbor Investment Ltd., By: /s/ Jeffrey M. Solomon
its general partner ---------------------------
Name: Jeffrey M. Solomon
By: /s/ Jeffrey M. Solomon Title: Authorized Signatory
---------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
CUSIP No. 38911N107 13D Page 38 of 39 Pages
JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon
--------------------------------
Individually and as attorney-in-
fact for Peter A. Cohen, Morgan B.
Stark and Thomas W. Strauss
CUSIP No. 38911N107 13D Page 39 of 39 Pages
EXHIBIT II
POWER OF ATTORNEY
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas
W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful
attorney-in fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any amendments thereto and any
related documentation which may be required to be filed in his individual
capacity as a result of the undersigned's beneficial ownership of, or
participation in a group with respect to, securities directly or indirectly
beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof. The authority of Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of
them, under this Power of Attorney shall continue with respect to the
undersigned until the undersigned is no longer required to file Schedule 13Ds or
Schedule 13Gs unless revoked earlier in writing.
Date: March 11, 2005
/s/ Peter A. Cohen
------------------------------
Peter A. Cohen
/s/ Morgan B. Stark
------------------------------
Morgan B. Stark
/s/ Thomas W. Strauss
------------------------------
Thomas W. Strauss
/s/ Jeffrey M. Solomon
------------------------------
Jeffrey M. Solomon