|
American
Community Newspapers Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
02520T103
|
|
(CUSIP
Number)
|
|
January
18, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
|
1
|
NAME
OF REPORTING PERSON
RCG
Enterprise,
Ltd
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
909,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
909,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
|
1
|
NAME
OF REPORTING PERSON
RCG
PB,
Ltd
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
10,000
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
10,000
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than
1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
|
1
|
NAME
OF REPORTING PERSON
Ramius
Advisors,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
10,000
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
10,000
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than
1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
Ramius
Capital Group,
L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IA,
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
C4S
&
Co.,
L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
Peter
A.
Cohen
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
1
|
NAME
OF REPORTING PERSON
Morgan
B.
Stark
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
1
|
NAME
OF REPORTING PERSON
Thomas
W.
Strauss
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
1
|
NAME
OF REPORTING PERSON
Jeffrey
M.
Solomon
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
919,500
shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
919,500
shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,500
shares
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|||||
|
Common
Stock, par value $0.0001 per share (the “Common Stock”)
|
||||||
|
Item
2(e).
|
CUSIP
Number:
|
|||||
|
02520T103
|
||||||
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c),
Check Whether the Person Filing is a:
|
|||||
|
/X/
|
Not
Applicable.
|
|||||
|
(a)
|
/
/
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
||||
|
(b)
|
/
/
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
||||
|
(c)
|
/
/
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
||||
|
(d)
|
/
/
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
||||
|
(e)
|
/
/
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
||||
|
(f)
|
/
/
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
||||
|
(g)
|
/
/
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
||||
|
(h)
|
/
/
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
||||
|
(i)
|
/
/
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act.
|
||||
|
(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
||||
|
Item
4.
|
Ownership
|
|||||
|
(a)
|
Amount
beneficially owned:
|
|||||
|
As
of the date hereof, (i) RCG Enterprise beneficially owns 909,500
shares of
Common Stock currently issuable upon the exercise of certain warrants,
and
(ii) RCG PB beneficially owns 10,000 shares of Common Stock
currently issuable upon the exercise of certain
warrants.
|
||||||
|
Ramius
Advisors, as the investment advisor of RCG PB, may be deemed to
beneficially own the 10,000 shares of Common Stock beneficially
owned by
RCG PB.
|
||||||
|
Ramius
Capital, as the investment manager of RCG Enterprise and sole member
of
Ramius Advisors, may be deemed to beneficially own the 919,500
shares of
Common Stock beneficially owned in the aggregate by RCG Enterprise
and RCG
PB.
|
||||||
|
C4S,
as the managing member of Ramius Capital, may be deemed to beneficially
own the 919,500 shares of Common Stock beneficially owned in the
aggregate
by RCG Enterprise and RCG PB.
|
||||||
|
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members
of C4S,
may be deemed to beneficially own the 919,500 shares of Common
Stock
beneficially owned in the aggregate by RCG Enterprise and RCG
PB.
|
||||||
|
RCG
Enterprise maintains an open short position of 51,880 shares of
Common
Stock, which position is not netted against the data provided herein
as to
the number of shares beneficially owned by the Reporting
Persons.
|
||||||
|
The
foregoing should not be construed in and of itself as an admission
by any
Reporting Person as to beneficial ownership of any shares of Common
Stock
owned by another Reporting Person. Each of Ramius Advisors,
Ramius Capital, C4S, Messrs. Cohen, Stark, Strauss and Solomon
disclaims
beneficial ownership of the Common Stock beneficially owned by
RCG
Enterprise and RCG PB and the filing of this statement shall not
be
construed as an admission that any such person is the beneficial
owner of
any such securities.
|
||||||
|
(b)
|
Percent
of class:
|
|||||
|
5.9%
|
||||||
|
Based
on 14,623,445 shares outstanding as of November 14, 2007, as reported
in
the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities
and Exchange Commission on November 14, 2007. As of the date
hereof, (i) RCG PB and Ramius Advisors may be deemed to beneficially
own
less than one percent of the outstanding shares of Common Stock
and (ii)
each of RCG Enterprise, Ramius Capital, C4S, and Messrs. Cohen,
Stark,
Strauss and Solomon may be deemed to beneficially own 5.9% of the
outstanding shares of Common Stock.
|
||||||
|
(c)
|
Number
of shares as to which such person
has:
|
|||||
|
(i)
|
Sole
power to vote or to direct the vote
|
|||||
|
See
Cover Pages Items 5-9.
|
||||||
|
(ii)
|
Shared
power to vote or to direct the vote
|
|||||
|
See
Cover Pages Items 5-9.
|
||||||
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|||||
|
See
Cover Pages Items 5-9.
|
||||||
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|||||
|
See
Cover Pages Items 5-9.
|
||||||
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|||||
|
Not
applicable.
|
||||||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|||||
|
Not
applicable.
|
||||||
|
Item
7.
|
Identification
and Classification of the Subsidiary That Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
|||||
|
Not
Applicable.
|
||||||
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|||||
|
See
Exhibit A.
|
||||||
|
Item
9.
|
Notice
of Dissolution of Group.
|
|||||
|
Not
Applicable.
|
||||||
| Item 10. | Certifications. | |||||
| By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect | ||||||
|
Dated:
January 28, 2008
|
|
|
RCG
ENTERPRISE, LTD
By:
Ramius Capital Group, L.L.C.,
its investment manager
RCG
PB, LTD
By:
Ramius Advisors, LLC
its investment advisor
|
RAMIUS
ADVISORS, LLC
By:
Ramius Capital Group, L.L.C.,
its sole member
RAMIUS
CAPITAL GROUP, L.L.C.
By:
C4S & Co., L.L.C.,
as managing member
C4S
& CO., L.L.C.
|
|
By:
|
/s/
Jeffrey M. Solomon
|
|
Name: Jeffrey
M. Solomon
|
|
|
Title: Authorized
Signatory
|
|
|
/s/
Jeffrey M. Solomon
|
||
|
JEFFREY
M. SOLOMON
|
||
|
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas
W.
Strauss
|
||