|
LJ
International Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, Par Value $0.01 Per Share
|
|
(Title
of Class of Securities)
|
|
G55312105
|
|
(CUSIP
Number)
|
|
January
29, 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 Crimson Partners, L.P.
|
||
|
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
66,667 shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
66,667 shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,667 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
PN
|
||
|
1
|
NAME
OF REPORTING PERSON
RCG Baldwin,
L.P.
|
||
|
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
200,000
shares
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
200,000
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
shares
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
|
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
450,000 shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
450,000 shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 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)
2.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
|
1
|
NAME
OF REPORTING PERSON
Portside Growth and Opportunity
Fund
|
||
|
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
100,000 shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
100,000 shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 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
200,000
shares
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
200,000
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
shares
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
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
926,667 shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
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
926,667 shares
(1)
|
|
|
6
|
SHARED
VOTING POWER
0 shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
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
0 shares
|
|
|
6
|
SHARED
VOTING POWER
926,667 shares
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
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
0 shares
|
|
|
6
|
SHARED
VOTING POWER
926,667 shares
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
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
0 shares
|
|
|
6
|
SHARED
VOTING POWER
926,667 shares
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
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
0 shares
|
|
|
6
|
SHARED
VOTING POWER
926,667 shares
(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
926,667 shares
(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,667 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)
4.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
Item
1(a).
|
Name
of Issuer:
|
|
LJ
International Inc., a British Virgin Islands company (the
“Company”)
|
|
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
|
Unit
#12, 12/F, Block A
|
|
|
Focal
Industrial Centre
|
|
|
21
Man Lok Street, Hung Hom, Hong Kong
|
|
|
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 $0.01 per share (“Common Stock”)
|
|||||
|
Item
2(e).
|
CUSIP
Number:
|
||||
|
G55312105
|
|||||
|
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 Crimson beneficially owns 50,000 shares of
Common Stock and 16,667 shares of Common Stock issuable upon the exercise
of certain warrants, (ii) RCG Baldwin beneficially owns 200,000 shares of
Common Stock, (iii) RCG Enterprise beneficially owns 400,000 shares of
Common Stock and 50,000 shares of Common Stock issuable upon the exercise
of certain warrants, and (iv) Portside beneficially owns 100,000 shares of
Common Stock issuable upon the exercise of certain
warrants.
|
||||
|
Ramius
Advisors, as the general partner of RCG Baldwin with voting control and
investment discretion over securities held by RCG Baldwin, may be deemed
to beneficially own the 200,000 shares of Common Stock beneficially owned
by RCG Baldwin.
|
||||
|
Ramius
Capital is the general partner of RCG Crimson, the investment manager of
each of Portside and RCG Enterprise and the sole member of Ramius
Advisors, and has the power to direct some of the affairs of each of RCG
Crimson, Portside, RCG Enterprise and Ramius Advisors, including decisions
respecting the disposition of the proceeds from the sale of shares of the
Common Stock. C4S is the managing member of Ramius Capital and
in that capacity directs its operations. Messrs. Cohen, Stark,
Strauss and Solomon are the sole managing members of C4S, and in that
capacity, direct its operations. As a result, each of Ramius
Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed
to beneficially own the 926,667 shares of Common Stock beneficially owned
in the aggregate by RCG Crimson, Portside, RCG Baldwin and RCG
Enterprise.
|
||||
|
As
a result of a reorganization of certain of the Reporting Persons and their
affiliates, the Common Stock reported on this Schedule 13G as being owned
by Ramius Securities, L.L.C. (“Ramius Securities”) were transferred to RCG
Enterprise, its affiliate. As of the date hereof, Ramius
Securities no longer beneficially owns any Common
Stock.
|
||||
|
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
Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaim
beneficial ownership of the shares held by RCG Crimson, Portside, RCG
Baldwin and RCG Enterprise 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 18,977,371 shares issued and outstanding as of December 31, 2006 as
reported in the Issuer’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on December 28, 2007, (i) RCG Crimson
may be deemed to beneficially own less than one percent of the outstanding
shares of Common Stock, (ii) RCG Baldwin may be deemed to beneficially own
1.1% of the outstanding shares of Common Stock, (iii) RCG Enterprise may
be deemed to beneficially own 2.4% of the outstanding shares of Common
Stock, (iv) Portside may be deemed to beneficially own less than 1% of the
outstanding shares of Common Stock and (v) each of Ramius Capital, C4S and
Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially
own 4.8% 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.
|
|||
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[X].
|
|||
|
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.
|
|||
|
Dated:
February 19, 2008
|
|
|
RCG
ENTERPRISE, LTD
|
RAMIUS
ADVISORS, LLC
|
||
|
By:
|
Ramius
Capital Group, L.L.C.,
|
By:
|
Ramius
Capital Group, L.L.C.,
|
|
its
investment manager
|
its
sole member
|
||
|
By:
|
C4S
& Co., L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
as
managing member
|
as
managing member
|
||
|
RCG
BALDWIN, L.P.
|
RCG
CRIMSON PARTNERS, L.P.
|
||
|
By:,
|
Ramius
Advisors, LLC
|
By:
|
Ramius
Capital Group, L.L.C.,
|
|
its
general partner
|
its
general partner
|
||
|
By:
|
Ramius
Capital Group, L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
sole member
|
as
managing member
|
||
|
By:
|
C4S
& Co., L.L.C.,
|
||
|
as
managing member
|
|||
|
PORTSIDE
GROWTH AND
|
RAMIUS
CAPITAL GROUP, L.L.C.
|
||
|
OPPORTUNITY
FUND
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
||
|
By:
|
Ramius
Capital Group, L.L.C.,
|
as
managing member
|
|
|
its
investment manager
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
C4S
& CO., L.L.C.
|
|
|
as
managing member
|
|||
|
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
|