UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. )1
|
Stereotaxis,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 Par Value
|
|
(Title
of Class of Securities)
|
|
85916J102
|
|
(CUSIP
Number)
|
|
December
31, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
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 the
disclosures provided in a prior cover page.
The
information required in 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. 85916J102
|
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
3,464,978
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
3,464,978
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,464,978
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.96%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1) Includes 1,547,092 shares of Common Stock currently issuable upon the
exercise of certain warrants. See Item 4(a) for a full description of
the Reporting Person’s beneficial ownership.
2
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
RAMIUS
ENTERPRISE MASTER FUND 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
847,494
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
847,494
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,494
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Includes 429,748 shares of Common Stock currently issuable upon the exercise of
certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
3
CUSIP
NO. 85916J102
|
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
4,312,472
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
IA,
OO
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
4
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Ramius
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
4,312,472
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
5
CUSIP
NO. 85916J102
|
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
4,312,472
(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
6
CUSIP
NO. 85916J102
|
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
0
shares
|
|
|
6
|
SHARED
VOTING POWER
4,312,472
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
7
CUSIP
NO. 85916J102
|
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
0
shares
|
|
|
6
|
SHARED
VOTING POWER
4,312,472
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
8
CUSIP
NO. 85916J102
|
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
0
shares
|
|
|
6
|
SHARED
VOTING POWER
4,312,472
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
9
CUSIP
NO. 85916J102
|
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
0
shares
|
|
|
6
|
SHARED
VOTING POWER
4,312,472
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,312,472
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,472
(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.81%
(2)
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Includes 2,148,739 shares of Common Stock currently issuable upon the exercise
of certain warrants. See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
(2) See
Item 4(b).
10
CUSIP
NO. 85916J102
|
Item
1(a).
|
Name
of Issuer:
|
Stereotaxis,
Inc., a Delaware corporation (the “Issuer”)
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
4320
Forest Park Avenue
St.
Louis, Missouri 63108
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
RCG PB,
Ltd (“RCG PB”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Cayman Islands
Ramius
Enterprise Master Fund Ltd (“Enterprise Master Fund”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Cayman Islands
Ramius
Advisors, LLC (“Ramius Advisors”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Ramius
LLC (“Ramius”)
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
C4S &
Co., L.L.C. (“C4S”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Peter A.
Cohen (“Mr. Cohen”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
11
CUSIP
NO. 85916J102
Morgan B.
Stark (“Mr. Stark”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Thomas W.
Strauss (“Mr. Strauss”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Jeffrey
M. Solomon (“Mr. Solomon”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.001 par value (the “Common Stock”)
|
Item
2(e).
|
CUSIP
Number:
|
85916J102
|
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).
|
12
CUSIP
NO. 85916J102
|
Item
4.
|
Ownership
|
|
|
(a)
|
Amount
beneficially owned:
|
On
December 29, 2008, RCG PB and Enterprise Master Fund entered into a Security
Purchase Agreement with the Issuer whereby the Issuer agreed to sell an
aggregate of 4,312,472 units (the “Units”) at the negotiated price of $4.18 per
Unit with each Unit consisting of (i) one share of Common Stock, (ii) one
warrant to purchase 0.75 shares of Common Stock at an exercise price of $5.11
per share (the “Series A Warrant”), (iii) one six-month warrant to purchase 0.90
shares of Common Stock at an exercise price of $4.65 per share (the “Series B
Warrant”) and (iv) two warrants to purchase 0.286 shares of Common Stock at an
exercise price of $0.001 per share (the “Series C and D Warrants” and together
with the Series A Warrant and the Series B Warrant, the “Warrants”), for an
aggregate of up to 682,824 shares of Common Stock (the “Offering”).
The
Series A Warrants are exercisable on or after the date immediately following the
six-month anniversary of their issuance. The Series C and D Warrants
are exercisable under certain conditions depending upon the trading price of the
Common Stock during certain periods prior to May 30, 2009.
As of the
date hereof, RCG PB may be deemed to beneficially own 3,464,978 shares of Common
Stock, including 1,718,991 shares of Common Stock currently issuable upon the
exercise of certain Warrants.
As of the
date hereof, Enterprise Master Fund may be deemed to beneficially
own 847,494 shares of Common Stock, including 429,748 shares of Common
Stock currently issuable upon the exercise of certain Warrants.
Ramius
Advisors, as the investment advisor of each of RCG PB and Enterprise Master
Fund, may be deemed the beneficial owner of (i) 3,464,978 shares of Common Stock
beneficially owned by RCG PB and (ii) 847,494 shares of Common Stock
beneficially owned by Enterprise Master Fund.
Ramius,
as the sole member of Ramius Advisors, may be deemed the beneficial owner of (i)
3,464,978 shares of Common Stock beneficially owned by RCG PB and
(ii) 847,494 shares of Common Stock beneficially owned by Enterprise Master
Fund.
C4S, as
the managing member of Ramius, may be deemed the beneficial owner of (i)
3,464,978 shares of Common Stock beneficially owned by RCG PB and (ii) 847,494
shares of Common Stock beneficially owned by Enterprise Master
Fund.
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be
deemed the beneficial owner of (i) 3,464,978 shares of Common Stock beneficially
owned by RCG PB and (ii) 847,494 shares of Common Stock beneficially owned
by Enterprise Master Fund.
13
CUSIP
NO. 85916J102
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. In addition, each of Ramius Advisors,
Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial
ownership of the shares beneficially owned by RCG PB and Enterprise Master Fund
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:
|
Based on
43,951,036 shares of Common Stock outstanding, which consists of 41,802,297
shares of Common Stock outstanding following the Offering, as reported in the
Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) of the
Securities and Exchange Act, as amended (the “Exchange Act”) with the Securities
and Exchange Commission on December 30, 2008, plus an aggregate 2,148,739 shares
of Common Stock issuable upon the exercise of certain Warrants beneficially
owned by the Reporting Persons.
None of
the Warrants may be exercised if, after such exercise, the Reporting Persons
would beneficially own, as determined in accordance with Section 13(d) of the
Exchange Act, more than 4.99% of the number of shares of Common Stock then
issued and outstanding (all of the foregoing, the
“Blocker”). Effective March 2, 2009, the Blocker will be increased to
9.81% of the number of shares of Common Stock then issued and
outstanding.
As of the
date hereof RCG PB, may be deemed to beneficially own approximately 7.96% of the
outstanding shares of Common Stock.
As of the
date hereof Enterprise Master Fund may be deemed to beneficially own
approximately 2.00% of the outstanding shares of Common
Stock.
As of the
date hereof, each of Ramius Advisors, Ramius, C4S and Messrs. Cohen, Stark,
Strauss and Solomon may be deemed to beneficially own 9.81% 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.
14
CUSIP
NO. 85916J102
|
|
(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 99.1.
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.
15
CUSIP
NO. 85916J102
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
January 12, 2009
|
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its investment advisor RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its investment manager |
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its managing 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
|
|
|
JEFFREY
M. SOLOMON
|
|
|
/s/
Jeffrey M. Solomon
|
|
|
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
16
Exhibit
99.1
JOINT FILING
AGREEMENT
The undersigned hereby agree that the
Statement on Schedule 13G dated January 12, 2009 with respect to the shares of
Common Stock, par value $0.001 per share, of Stereotaxis, Inc. and any further
amendments thereto executed by each and any of the undersigned shall be filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
Dated:
January 12, 2009
|
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its investment advisor RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its investment manager |
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its managing 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
|
|
|
JEFFREY
M. SOLOMON
|
|
|
/s/
Jeffrey M. Solomon
|
|
|
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
Exhibit
99.2
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 settlement agreement, any amendments to any of
the foregoing 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:
August 16, 2007
|
/s/
Peter A. Cohen
|
|
|
Peter
A. Cohen
|
|
/s/
Morgan B. Stark
|
|
|
Morgan
B. Stark
|
|
/s/
Jeffrey M. Solomon
|
|
|
Jeffrey
M. Solomon
|
|
/s/
Thomas W. Strauss
|
|
|
Thomas
W. Strauss
|