Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
__________
SCHEDULE
13D
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 9)*
Agilysys,
Inc.
|
(Name
of Issuer)
|
Common
Stock, without par value
|
(Title
of Class of Securities)
|
00847J105
|
(CUSIP
Number)
|
Howard
M. Berkower, Esq.
McCarter
& English, LLP
245
Park Avenue
New
York, New York 10167
(212)
609-6800
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
September
17, 2010
|
(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. o
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom copies
are to be sent.
*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
(the "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.: 00847J105
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
MAK
Capital One L.L.C.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
|
|
WC
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
6,142,129
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
6,142,129
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
6,142,129
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
26.69%
|
14.
|
TYPE
OF REPORTING PERSON
00
|
CUSIP
NO.: 00847J105
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
Michael
A. Kaufman
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
6,142,129
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
6,142,129
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
6,142,129
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
26.69%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
NO.: 00847J105
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
|
MAK Capital Fund LP |
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
WC
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
4,369,843 |
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
4,369,843
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
4,369,843
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
18.99% |
|
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
NO.: 00847J105
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
R.
Andrew Cueva
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
4,369,843
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
4,369,843
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
4,369,843
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
18.99%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
1.
|
NAME
OF REPORTING PERSONS
|
|
Paloma
International L.P.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
WC
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
|
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,772,286
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
1,772,286
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
1,772,286
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.7%
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,772,286
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
1,772,286
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
1,772,286
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.7%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
This
statement is filed with respect to the shares of the common stock, without par
value (the "Common Stock"), of Agilysys, Inc. (the "Issuer"), beneficially owned
by the Reporting Persons (as defined below) as of September 17, 2010 and amends
and supplements the Schedule 13D filed with the Securities and Exchange
Commission on July 1, 2008, as previously amended (collectively, the "Schedule
13D"). Except as set forth herein, the Schedule 13D is
unmodified.
The names
of the persons filing this statement on Schedule 13D are: MAK Capital One
L.L.C., a Delaware limited liability company (“MAK Capital”), MAK Capital Fund
LP, a Bermuda limited partnership (“MAK Fund”), Michael A. Kaufman, a United
States citizen (“Mr. Kaufman”), Paloma International L.P., a Delaware limited
partnership ("Paloma"), S. Donald Sussman, a United States citizen (“Mr.
Sussman”) and R. Andrew Cueva, a United States citizen (“Mr. Cueva” and,
collectively with MAK Capital, MAK Fund, Mr. Kaufman, Paloma and Mr. Sussman,
the "Reporting Persons").
The
Reporting Persons collectively beneficially own 6,142,129 shares of Common Stock
representing 26.69% of the outstanding shares of Common Stock. MAK
Fund individually owns 4,369,843 shares of Common Stock representing 18.99% of
the outstanding shares of Common Stock. Paloma individually owns
1,772,286 shares of Common Stock representing 7.7% of the outstanding shares of
Common Stock. Paloma holds its shares of Common Stock through its
subsidiary, Sunrise Partners Limited Partnership, a Delaware limited
partnership. This amendment is being filed, among other things, to
report the acquisition of additional shares of Common Stock.
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
|
Since the
filing of the last Schedule 13D amendment on September 10, 2010, MAK Fund
acquired an aggregate of 276,917 shares of Common Stock for an aggregate
purchase price of $1,561,602.68, which was funded from its working
capital.
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
Item 4 of
Schedule 13D is supplemented by the following:
As previously reported in a Schedule
13D amendment filed with the Securities and Exchange Commission on September 1,
2010, MAK Fund has entered into an agreement, designed to satisfy the
requirements of Rule 10b5-1 of the Act, to purchase additional shares of Common
Stock. The Purchase Agreement dated August 12, 2010 (the “Rule 10b5-1
Purchase Agreement”) between MAK Fund and Goldman, Sachs & Co. (the
“Broker”) was attached as Exhibit D to the Schedule 13D amendment filed on
September 1, 2010. The Rule 10b5-1 Purchase Agreement authorizes the
Broker to purchase on behalf of MAK Fund, in the open market or through
privately negotiated transactions, during the period commencing one day
following the closing of the Issuer’s open window period and ending February 17,
2011 (the “Purchase Period”), up to 1,600,000 shares of Common Stock based on
market conditions. The Rule 10b5-1 Purchase Agreement shall be
terminated upon the earliest of the date on which (i) an aggregate of 1,600,000
shares of Common Stock has been acquired pursuant to the Rule 10b5-1 Purchase
Agreement, (ii) the Purchase Period ends, (iii) a public announcement is made
with respect to certain events involving the Issuer, and (iv) the Broker’s
receipt of written notice of termination from MAK Fund. As of the
close of business on September 17, 2010, MAK Fund has purchased in the aggregate
685,195 shares of Common Stock pursuant to the Rule 10b5-1 Purchase
Agreement.
Shares of Common Stock acquired by MAK
Fund which, when added to the other shares of Common Stock beneficially owned by
the Reporting Persons represent more than 19.99% of the then outstanding Common
Stock, will be transferred, pursuant to that certain Voting Trust Agreement
dated as of December 31, 2009 (the “Voting Trust Agreement”) with Computershare
Trust Company, N.A., a national banking association (“CTC”), into a voting trust
of which CTC will be the trustee.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
(a) The
Reporting Persons beneficially own:
The
Reporting Persons collectively beneficially own 6,142,129 shares of Common Stock
representing 26.69% percent of the outstanding shares of Common
Stock. The ownership calculation has been based on the 23,011,111
shares of Common Stock outstanding as of July 30, 2010 as reported in the
Quarterly Report on Form 10-Q, which was filed by the Issuer with the Securities
and Exchange Commission on August 9, 2010.
MAK Fund
individually owns 4,369,843 shares of Common Stock representing 18.99% of
the outstanding shares of Common Stock.
Paloma
individually owns 1,772,286 shares of Common Stock representing 7.7% of the
outstanding shares of Common Stock. Paloma holds its shares of Common
Stock through its subsidiary, Sunrise Partners Limited Partnership, a Delaware
limited partnership.
(b) MAK
Capital, MAK Fund, Mr. Kaufman and Mr. Cueva have shared power to vote or direct
the vote of the 4,369,843 shares of Common Stock owned by MAK Fund.
Paloma,
Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the
vote of the 1,772,286 shares of Common Stock owned by Paloma.
MAK
Capital, MAK Fund, Mr. Kaufman and Mr. Cueva have shared power to dispose or
direct the disposition of the 4,369,843 shares of Common Stock owned by MAK
Fund.
Paloma,
Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct
the disposition of the 1,772,286 shares of Common Stock owned by
Paloma.
(c) Since
the filing of the last Schedule 13D amendment on September 10, 2010, MAK Fund
acquired an aggregate of 276,917 shares of Common Stock for an aggregate
purchase price of $1,561,602.68, which was funded from its working
capital. A list of the transactions in the Issuer’s Common Stock that
were effected by the Reporting Persons since the last Schedule 13D amendment is
attached hereto as Exhibit B.
(d) Not
applicable.
(e) Not
applicable.
ITEM
7.
|
MATERIALS
TO BE FILED AS EXHIBITS.
|
Exhibit A
–Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting
Persons’ Schedule 13D/A filed on August 10, 2010).
Exhibit B
– List of the transactions in the Issuer’s Common Stock that were effected by
the Reporting Persons since the filing of the last Schedule 13D amendment on
September 1, 2010.
Exhibit C
– Power of Attorney executed May 9, 2006 by S. Donald Sussman (incorporated by
reference to Exhibit C to the Reporting Persons’ Schedule 13D/A filed on
February 1, 2010).
Exhibit D
– Rule10b5-1 Purchase Agreement (incorporated by reference to Exhibit D to the
Reporting Persons’ Schedule 13D/A filed on September 1, 2010).
Exhibit E
- Voting Trust Agreement (incorporated by reference to Exhibit E to the
Reporting Persons’ Schedule 13D/A filed on January 5, 2010)
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned each certify that the
information with respect to it set forth in this statement is true, complete and
correct.
Date:
September 17, 2010
MAK
CAPITAL ONE L.L.C. |
|
|
By: |
/s/ Michael A.
Kaufman
|
|
|
Michael
A. Kaufman,
Managing
Member
|
|
|
|
|
|
MAK
CAPITAL FUND LP |
By: |
MAK
GP LLC, general partner
|
|
|
By: |
/s/ Michael A.
Kaufman
|
|
|
Michael
A. Kaufman,
Managing
Member
|
|
|
|
|
|
|
|
By: |
/s/ Michael A.
Kaufman |
|
|
Michael
A. Kaufman |
|
|
|
|
|
PALOMA
INTERNATIONAL L.P. |
|
By: |
Paloma
Partners Company L.L.C., general partner
|
|
|
By: |
/s/ Michael J.
Berner
|
|
|
Michael
J. Berner
Vice
President
|
|
|
|
|
|
S.
DONALD SUSSMAN |
|
|
By: |
/s/ Michael J.
Berner
|
|
|
Michael
J. Berner, Attorney-in-Fact
|
|
|
|
|
/s/R. Andrew Cueva |
|
R.
ANDREW CUEVA |
|
EXHIBIT
B
TRANSACTIONS
OCCURRING ON AND AFTER SEPTEMBER 10, 2010
The
following transactions were effected by MAK Capital Fund LP subsequent to the
transactions reported in the Schedule 13D amendment filed with the Securities
and Exchange Commission on September 10, 2010:
Date
|
Security
|
Amount
of Shs.
Bought
(Sold)
|
Approx.
Price per
Share
(excl. of
Commissions)
|
09/10/10
|
Common
|
39,261A
|
$5.23881
|
09/13/10
|
Common
|
47,741A
|
$5.41672
|
09/14/10
|
Common
|
47,741A
|
$5.64793
|
09/15/10
|
Common
|
47,741A
|
$5.74864
|
09/16/10
|
Common
|
46,692A
|
$5.65575
|
09/17/10
|
Common
|
47,741A
|
$6.0576
|
The above
transactions were effected on the open market.
A The
purchases were made pursuant to the Rule 10b5-1 Purchase
Agreement. These shares were purchased in multiple transactions on
the open market. The Reporting Person undertakes to provide Agilysys,
Inc., any security holder of Agilysys, Inc. or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of
shares purchased at each separate purchase price within the range set forth
herein.
1 Weighted
Average Price, prices ranged from $5.12 to $5.33 per share.
2 Weighted
Average Price, prices range from $5.20 to $5.65 per share.
3 Weighted
Average Price, prices range from $5.57 to $5.72 per share.
4 Weighted
Average Price, prices range from $5.64 to $5.86 per share.
5 Weighted
Average Price, prices range from $5.53 to $5.82 per share.
6 Weighted
Average Price, prices range from $5.82 to $6.19 per share.