PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
FEBRUARY 11, 2009
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
______________,
2009
Dear
Fellow Shareholder:
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”) and
the other participants in this solicitation (collectively, the “Ramius Group”)
are the beneficial owners of an aggregate of 2,954,439 shares of common stock of
Agilysys, Inc. (the “Company”), representing approximately 12.5% of the
outstanding shares of common stock of the Company. For the reasons
set forth in the attached Proxy Statement, the Ramius Group does not believe
that the Board of Directors of the Company is acting in the best interests of
its shareholders. The Ramius Group is therefore seeking your support
at the annual meeting of shareholders scheduled to be held at 8:00 a.m., local
time, on Thursday, March 26, 2009, at the Company’s headquarters at 28925
Fountain Parkway, Solon, Ohio 44139, to elect Value and Opportunity Master
Fund’s slate of three nominees to the Board of Directors to serve as Class B
directors to hold office until the 2011 annual meeting of shareholders and until
the election and qualification of their respective successors.
The
Ramius Group urges you to carefully consider the information contained in the
attached Proxy Statement and then support its efforts by signing, dating and
returning the enclosed GOLD proxy card today. The attached Proxy
Statement and the enclosed GOLD proxy card are first being furnished to the
shareholders on or about [___________ __], 2009.
We are
not seeking control of the Board of Directors. However, we hope that
this election contest will send a strong message to the remaining incumbent
directors that shareholders are not satisfied with the Company’s poor
operational and stock performance.
If you
have already voted for the incumbent management slate, you have every right to
change your vote by signing, dating and returning a later dated
proxy.
If you
have any questions or require any assistance with your vote, please contact
Innisfree M&A Incorporated, which is assisting us, at their address and
toll-free numbers listed on the following page.
Thank you
for your support.
Jeffrey
C. Smith
Ramius
Value and Opportunity Master Fund Ltd
If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Value and Opportunity Master Fund’s proxy
materials, please call
Innisfree
M&A Incorporated at the phone numbers listed below.
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 800-5185
Banks
and Brokers Call Collect at: (212) 750-5833
|
2008
ANNUAL MEETING OF SHAREHOLDERS
OF
AGILYSYS,
INC.
_________________________
PROXY
STATEMENT
OF
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
_________________________
PLEASE
SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Ramius
Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value
and Opportunity Master Fund”), Parche, LLC, a Delaware limited liability company
(“Parche”), Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company
(“Enterprise Master Fund”), RCG PB, Ltd., a Cayman Islands exempted company
(“RCG PB”), Ramius Advisors, LLC, a Delaware limited liability company (“Ramius
Advisors”), RCG Starboard Advisors, LLC, a Delaware limited liability company
(“RCG Starboard Advisors”), Ramius LLC, a Delaware limited liability company
(“Ramius”), C4S & Co., L.L.C., a Delaware limited liability company (“C4S”),
Peter A. Cohen (“Mr. Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss
(“Mr. Strauss”), Jeffrey M. Solomon (“Mr. Solomon”), John Mutch (“Mr. Mutch”),
Steve Tepedino (“Mr. Tepedino”) and James Zierick (“Mr. Zierick”) (collectively,
the “Ramius Group”) are significant shareholders of Agilysys, Inc., an Ohio
corporation (“Agilysys” or the “Company”). Each member of the Ramius
Group is a participant in this solicitation. The Ramius Group does
not believe that the Board of Directors of the Company (the “Board”) is acting
in the best interests of its shareholders. The Ramius Group is
therefore seeking your support at the annual meeting of shareholders scheduled
to be held at 8:00 a.m., local time, on Thursday, March 26, 2009, at the
Company’s headquarters at 28925 Fountain Parkway, Solon, Ohio 44139, including any adjournments
or postponements thereof and any meeting which may be called in lieu thereof
(the “Annual Meeting”), for the election of Value and Opportunity Master Fund’s
director nominees, John Mutch, Steve Tepedino and James Zierick (the “Ramius
Nominees”), to serve as Class B directors of the Company to hold office until
the 2011 annual meeting of shareholders and until the election and qualification
of their respective successors.
As of
________ __, 2009, the approximate date on which this Proxy Statement is being
mailed to shareholders, the members of the Ramius Group were the beneficial
owners of an aggregate of 2,954,439 shares of common stock of the Company, no
par value (the “Shares”), which represents approximately 12.5% of the issued and
outstanding Shares, all of which are entitled to be voted at the Annual
Meeting.
Agilysys
has set the record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting as February __, 2009 (the “Record
Date”). The mailing address of the principal executive offices of
Agilysys is 28925 Fountain Parkway, Solon, Ohio 44139. Shareholders
of record at the close of business on the Record Date will be entitled to vote
at the Annual Meeting. According to the Company, as of the Record
Date, there were [22,672,040] Shares outstanding and entitled to vote at the
Annual Meeting. The participants in this solicitation intend to vote
all of their Shares FOR the election of the Ramius Nominees.
THIS
SOLICITATION IS BEING MADE BY THE RAMIUS GROUP AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF THE COMPANY. THE RAMIUS GROUP IS NOT AWARE
OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD
OTHER MATTERS, WHICH THE RAMIUS GROUP IS NOT AWARE OF A REASONABLE TIME BEFORE
THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS
PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
THE
RAMIUS GROUP URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF
THE ELECTION OF THE RAMIUS NOMINEES.
IF YOU
HAVE ALREADY SENT A PROXY CARD FURNISHED BY AGILYSYS MANAGEMENT TO AGILYSYS, YOU
MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO THE RAMIUS GROUP,
C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS SOLICITATION, OR
TO THE SECRETARY OF AGILYSYS, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING.
IMPORTANT
Your
vote is important, no matter how few Shares you own. The Ramius Group
urges you to sign, date, and return the enclosed GOLD proxy card today to vote
FOR the election of the Ramius Nominees.
·
|
If
your Shares are registered in your own name, please sign and date the
enclosed GOLD
proxy card and return it to the Ramius Group, c/o Innisfree M&A
Incorporated in the enclosed envelope
today.
|
·
|
If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a GOLD voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
|
·
|
Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
|
Since
only your latest dated proxy card will count, we urge you not to return any
proxy card you receive from the Company. Even if you return the
management proxy card marked “withhold” as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to the
Ramius Group. Remember, you can vote for our three nominees only on
our GOLD proxy
card. So please make certain that the latest dated proxy card you
return is the GOLD proxy
card.
If you
have any questions regarding your proxy,
or need
assistance in voting your Shares, please call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 800-5185
Banks and Brokers Call Collect at:
(212) 750-5833
REASONS
FOR THE SOLICITATION
The
Ramius Group believes that the Company’s shares are currently trading at a
significant discount to intrinsic value. In our opinion, the
discounted share price is due to, among other things, a conglomerate corporate
structure, poor capital allocation decisions and disappointing operating
performance. While general weakness in the stock market and
increasing competitive pressures within the industry have impacted the Company,
we believe the primary reasons for the poor performance are a misguided growth
strategy, bloated corporate overhead and a lack of management
execution. Additionally, given the Board’s history of weak oversight
and poor judgment, we have serious concerns about the ability and willingness of
the current Board to make the necessary structural and operational changes that
we believe are required in order to maximize shareholder value.
In light
of the Company’s continued poor operating performance, we believe that it is
imperative that management and the Board immediately commit themselves
to:
v
|
Realigning
the cost structure of all three business units to achieve margins on par
with industry peers;
|
v
|
Significantly
reducing corporate overhead; and
|
v
|
Refraining
from making any further
acquisitions.
|
The
Ramius Nominees, if elected, will work with the other members of the Board to
pursue initiatives that are in the best interests of all shareholders with a
goal of maximizing shareholder value.
The
current Board has a poor track record of overseeing acquisitions that, we
believe, has resulted in significant erosion in shareholder value.
Since
November 16, 2003, the Board has approved nine acquisitions for total
consideration of approximately $410.0 million. During this time the
Company’s enterprise value has decreased from $272.1 million as of November 16,
2003 to $59.5 million as of November 4, 2008, a decline of $212.6 million, or
78.1%. Five of these acquisitions, with an approximate aggregate
value of $279.0 million, have occurred since the beginning of calendar year 2007
– into the headwind of deteriorating economic conditions.
We
believe the current Board has “rubber-stamped” a misguided acquisition strategy
that has led to management overpaying for acquisitions and failing to integrate
them effectively. The Board’s failure to effectively oversee
management’s acquisition strategy, in our opinion, is responsible for
significant erosion in shareholder value.
The
current Board has overseen questionable business decisions.
We
believe the Company’s relocation of its corporate executive offices, which was
approved by the Board less than three years ago, was ill-advised and an
unnecessary use of corporate funds. On January 11, 2006, Agilysys
announced that the Board approved a relocation of its corporate executive
offices from Cleveland, Ohio, to Boca Raton, Florida. We question the
decision to move the executive management team to Boca Raton, one of the most
expensive locations in a state where Agilysys has no other operating businesses,
when most of the Company’s employees are in Cleveland. Less than
three years later, on November 3, 2008, the Company announced it would expend
capital resources to close the Boca Raton office and re-locate the executive
management team back to Cleveland.
On April
11, 2008, Agilysys announced that it had amended the original earn-out agreement
payable to former shareholders of Innovativ Systems Design (“Innovativ”), a
company that Agilysys acquired on July 2, 2007. The amendment changed
the earn-out from one that was originally based on cumulative operating
performance through July 2, 2009 to an upfront payment of $35 million on July 2,
2008. Effectively, Agilysys made an upfront cash payment to Innovativ
shareholders in the midst of deteriorating business fundamentals instead of
allowing the earn-out to mature in due course. We believe that, based
on the current environment, this decision to pre-pay the earn-out most likely
cost the Company additional cash that would have gone unpaid had the
original agreement been honored.
Recent
operating performance is cause for significant concern and has led to a deeply
discounted valuation.
Under
this Board’s supervision, the operating performance of Hospitality Solutions
Group (“HSG”) and Technology Solutions Group (“TSG”), two of the Company’s three
segments that contributed approximately 82.1% of Agilysys’ LTM revenue,
materially underperformed their respective peers.
v
|
HSG
generated an adjusted segment LTM EBITDA margin of 4.8% versus its closest
peer, MICROS Systems, Inc. (“MICROS”), which generated an LTM EBITDA
margin of 17.3%.1
|
v
|
TSG
generated an adjusted segment LTM EBITDA margin of 1.1% versus its closest
peer, Forsythe Technology, Inc. (“Forsythe”), which generated a fiscal
year 2007 EBITDA margin of 7.9%.1, 2,
3
|
1
|
HSG
and TSG reported segment LTM EBITDA margins were 10.0% and 6.2%,
respectively. Both segments LTM EBITDA margins have been
adjusted to include corporate overhead expense to be consistent with the
EBITDA margins reported by MICROS and Forsythe. This adjustment was done
based on a percentage of revenue basis. Total LTM reported
unallocated corporate overhead expense was $41 million. HSG was
allocated 12% of corporate overhead expense, or $5 million, and TSG was
allocated 70% of corporate overhead expense, or $28.6 million, based on
each segments percentage of total
revenue.
|
2
|
Source: Forsythe Annual Report
2007; Forsythe is a private company and therefore LTM data is not
available; Forsythe's fiscal year ends December
31st.
|
3
|
TSG’s fiscal year 2007 and 2008
adjusted EBITDA margins were -0.9% and 0.0% respectively. The
operating margins for the segment have been adjusted to include corporate
overhead expense. Please refer to footnote one for the
calculation. TSG’s fiscal year 2007 and 2008 EBITDA margins,
not adjusted for corporate overhead, were 5.1% and 5.0%,
respectively.
|
The
Company’s consolidated results clearly highlight poor operating
performance. Agilysys’ consolidated LTM EBITDA margin of just 1.4%,
trailed even those of distributors like Arrow Electronics Inc. (NYSE: ARW), the
Company’s current distributor, and Avnet Inc. (NYSE: AVT), the former
distributor of some of the Company’s products, both of which reported LTM EBITDA
margins of approximately 4.4%.
We see no
valid reason why well-performing VARs should have EBITDA margins significantly
lower than those of VAR distributors. We believe Agilysys’ poor
operating results are a direct result of the Company’s poor corporate strategy
and execution.
Looking
forward, even if we include the effect of recently announced restructurings, the
Company’s guidance projects results that are well below those of its
peers. The Company has revised its fiscal year 2009 EBITDA guidance
and now expects to earn approximately $20 million in EBITDA. This
implies an EBITDA margin of just 2.5%4,
an unacceptable level when you consider that management guidance includes an
expected $10.5 million cost reduction benefit from the ongoing restructuring
program.
Additionally,
even if we give management full credit for the recently announced $8 million in
corporate overhead reductions, and add that amount to management’s $20.0 million
EBITDA guidance, resulting in pro-forma EBITDA guidance of $28 million, that
would imply an EBITDA margin of just 3.5%4
— which is unacceptable.
In order
for Agilysys to achieve acceptable operating results, we believe the Company
must be further restructured to significantly reduce overall costs, including
corporate overhead, above and beyond the recently announced $8 million
initiative. Additionally, the Board must evaluate the impact that the
current conglomerate structure has on both operating performance and the
Company’s valuation.
In
our view, both the Board and management have had ample opportunity to address
the Company's key strategic and operational issues.
The
Company’s new CEO, Martin Ellis, has been with the Company for five years,
including three years as a CFO. The new Chairman of the Board, Keith
Kolerus, has been a director of the Company since 1998. Two of the
Company’s directors, Charles Christ and Thomas Commes, have been on the Board
since 1997 and 1999, respectively. Two additional directors, Robert Lauer and
Robert McCreary, have been on the Board since 2001. Overall, six of
the Company’s nine directors, not including Mr. Ellis, have been on the Board
since at least 2002. While we believe the recently announced
management changes and restructuring initiatives are a step in the right
direction, many of these changes are “too little, too late” and still do not go
far enough to address the Company’s poor operating
performance. Furthermore, we question the motivation behind this
newfound initiative for change — in our opinion, an effective Board
must be proactive, not reactive, in guiding and overseeing
management.
We
believe the Ramius Nominees have the experience necessary to oversee operational
and strategic initiatives with a goal of maximizing shareholder
value.
The
Ramius Group, as a significant shareholder of Agilysys, has a vested financial
interest in the maximization of the value of your Shares. Our
interests are aligned with the interests of all shareholders. The Ramius
Nominees have extensive experience in the VAR, distribution and software
industries, as further discussed in their biographical extracts
below. If elected to the Board, the Ramius Nominees will endeavor to
use their experience to oversee the Company with a goal of implementing the
strategic and operational changes highlighted by the Ramius Group, as well as
exploring any other viable alternatives to maximize shareholder
value. There can be no assurance that these goals will be achieved if
the Ramius Nominees are elected.
The
Ramius Nominees, if elected, will represent a minority of the
Board. If elected, the Ramius Nominees will, subject to their
fiduciary duties as directors, work with the other members of the Board to take
those steps that they deem are necessary to maximize shareholder value. Although
the Ramius Nominees will not be able to adopt any measures without the support
of at least some members of the current Board, we believe that the election of
the Ramius Nominees will send a strong message to the Board that further
operational and strategic changes are required in order to maximize shareholder
value.
4 The EBITDA margin is calculated using
the low end of management’s former fiscal year 2009 revenue guidance of $810
million. On November 20, 2008, management decided to suspend its
fiscal year 2009 revenue guidance. Our calculation is done for
illustrative purposes only.
In the
event that the Board attempts to use new bylaws or amended bylaws to prevent the
shareholders, including the Ramius Group, from accomplishing the objectives
described in this Proxy Statement, the Ramius Nominees, if elected, will seek to
work with the other Board members to repeal any new or amended bylaws having
such an effect, to the extent that the Ramius Nominees determine that such new
or amended bylaws are not aligned with the shareholders’ best
interests.
Background
to the Solicitation
The
following is a chronology of events leading up to this proxy
solicitation:
v
|
On
May 12, 2008 members of the Ramius Group met with Martin Ellis, the
Company’s new Chief Executive Officer, who at the time served as the Chief
Financial Officer, and the Company’s former Chief Executive Officer,
Arthur Rhein, to discuss the fundamentals of the Company’s business, the
Company’s strategy and various corporate governance issues, including the
potential nomination of directors to the Board by the Ramius
Group.
|
v
|
On
May 15, 2008 members of the Ramius Group held a conference call with
Arthur Rhein and Martin Ellis to finalize the negotiations of a letter
agreement to extend the Company’s discretionary voting deadline in
connection with the Annual Meeting (the “Letter
Agreement”).
|
v
|
On
May 16, 2008, the Ramius Group and the Company entered into the Letter
Agreement.
|
v
|
On
May 20, 2008 members of the Ramius Group held a conference call with
Arthur Rhein and Martin Ellis to discuss candidates proposed by Ramius to
be appointed to the Board and certain other issues, including the Ramius
Group’s desire to work with the Company to constructively reconfigure the
composition of the Board.
|
v
|
On
May 21, 2008 we sent a private letter to Arthur Rhein and the Board
expressing our belief that the Company is significantly
undervalued. In the letter we encouraged Mr. Rhein and the
Board to broaden the scope of JPMorgan’s engagement to assist the Board in
reviewing all available strategic alternatives to maximize shareholder
value. We encouraged the Board to evaluate, among other things,
divesting the Company’s hospitality business, divesting the Company’s
retail business, significantly reducing corporate overhead and selling the
Company to a strategic or financial buyer. The letter also
expressed our belief that management and the Board have a unique
opportunity to unlock significant value by executing the initiatives
outlined in the letter and our expectation that management and the Board
will adopt a greater sense of urgency in evaluating and executing the
strategic opportunities available to the Company. We also
encouraged the Board to meet and interview our potential Board appointees
that, we believed, could help the Board to both evaluate strategic
alternatives as well as assist management and the Board in restructuring
the Company.
|
v
|
On
May 23, 2008 members of the Ramius Group held a conference call with
Arthur Rhein and Martin Ellis to negotiate a letter agreement to extend
the Company’s discretionary voting deadline in connection with the Annual
Meeting.
|
v
|
On
May 30, 2008, the Ramius Group and the Company entered into a letter
agreement that superseded, in all respects, the Letter Agreement and
further extended the Company’s discretionary voting deadline in connection
with the Annual Meeting (the “May 30 Letter
Agreement”).
|
v
|
On
June 5, 2008 members of the Ramius Group met with Bob Bailey and Peter
Coleman at the Company’s Boca Raton offices to gain a better understanding
of the Company’s individual
businesses.
|
v
|
On
June 13, 2008, the Ramius Group and the Company entered into a letter
agreement that superseded, in all respects, the May 30 Letter Agreement
and further extended the Company’s discretionary voting deadline in
connection with the Annual Meeting.
|
v
|
On
June 20, 2008 we delivered a letter to the Company nominating John Mutch,
Steve Tepedino and James Zierick for election as directors on the
Board.
|
v
|
On
October 10, 2008 we delivered a public letter to Arthur Rhein and the
Board expressing our disappointment with the Company’s
underperformance. We stated in the letter that any attempt by
management to fix the Company’s operations would be, in our opinion, “too
little, too late” and our belief that real structural changes are required
at the Company. The letter stated our belief that, in order to
remedy the Company’s valuation discrepancy and provide shareholders with
the best risk-adjusted outcome, management and the Board must promptly and
diligently complete the strategic alternatives review process and
consummate a sale of the Company. The letter also included our
valuation methodology for the
Company.
|
v
|
On
October 22, 2008, the Company announced that the Board has completed its
review of strategic alternatives and as a result of this review, the Board
has concluded that the best course of action to maximize shareholder value
is to remain as an independent
company.
|
v
|
On
October 28, 2008 members of the Ramius Group met with Martin Ellis and
Curtis Stout, a vice president and treasurer of the Company, to discuss
the fundamentals of the business, the Company’s strategy going forward and
the Ramius Group’s view that substantial change needs to be made to the
composition of the Board.
|
v
|
Between
November 17, 2008 and January 28, 2009, members of the Ramius Group had
discussions with certain members of the Board and management
regarding, among other things, the recent management changes at the
Company, the current restructuring that is taking place at the Company,
the Board’s perspective on the Company’s position in the market-place and
the Ramius Group’s preference to resolve its issues with the Company
including constructively reconfiguring the composition of the Board,
without the costs and distractions associated with a proxy
contest.
|
v
|
On
February 2, 2009, the Ramius Group issued an open letter to shareholders
highlighting the need for substantial changes to the composition of the
Board and reiterating its commitment to nominating the Ramius Nominees for
election at the Annual Meeting. The letter also questioned the
Company’s apparent unwillingness to work constructively to avoid a
contested election
process.
|
v
|
Members
of the Ramius Group have been involved in ongoing discussions with the
Company concerning the terms of a potential settlement of the proxy
context, but have thus far been unable to reach an acceptable
agreement.
|
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The
Ramius Group is seeking your support at the Annual Meeting to elect the Ramius
Nominees in opposition to the Company’s director nominees. The Board
is currently composed of nine directors divided into three classes, Class A,
Class B and Class C. The Ramius Group believes the three Class B
directors’ terms expire at the Annual Meeting. We are seeking your
support at the Annual Meeting to elect the Ramius Nominees in opposition to the
three Agilysys Class B director nominees. Your vote to elect the
Ramius Nominees will have the legal effect of replacing three incumbent
directors of Agilysys with the Ramius Nominees. If elected, the
Ramius Nominees will represent a minority of the members of the
Board.
THE
RAMIUS NOMINEES
Set forth
below are the name, age, business address, present principal occupation, and
employment and material occupations, positions, offices, or employments for the
past five years of each of the Ramius Nominees. This information has
been furnished to the Ramius Group by the Ramius Nominees. The Ramius
Nominees are independent of the Company in accordance with Securities and
Exchange Commission (“SEC”) and Nasdaq Stock Market rules on board independence
and are citizens of the United States of America. The Ramius Nominees
have been nominated by Value and Opportunity Master Fund (f/k/a Starboard Value
and Opportunity Master Fund Ltd.) in accordance with the Company’s advance
notice bylaw provision.
John Mutch (Age 52) is the
founder and a Managing Partner of MV Advisors, LLC. In March 2003,
Mr. Mutch was appointed to the Board of Directors of Peregrine Systems Inc.
(“Peregrine”), a global enterprise software provider, to assist Peregrine and
its management in development of a plan of reorganization, which ultimately led
to Peregrine’s emergence from bankruptcy. From August 2003 to
December 2005, Mr. Mutch served as President and Chief Executive Officer of
Peregrine, during which time he restructured and stabilized its business
operations and led Peregrine through its acquisition by
Hewlett-Packard. Mr. Mutch served as a director of Overland Storage
Inc., a provider of data protection appliances, from April 2003 to June
2005. From 2002 to 2003, Mr. Mutch served as a director of Brio
Software, Inc., a developer of software products. Mr. Mutch served as
President of HNC Software (“HNC”), an enterprise analytics software provider,
from September 1999 to June 2001, and as Chief Executive Officer from December
1999 until the sale of HNC to Fair Isaac Corporation in August
2002. Mr. Mutch joined HNC in 1997, and from 1997 to 1999 served in
various other senior executive positions, including Vice President of Marketing
and Corporate Development and President of HNC Insurance
Solutions. In 1994, Mr. Mutch founded MVenture Holdings, Inc., a
private equity fund that invests in public and private technology companies,
which became Mventure Holdings LLC in 2002. Mr. Mutch is a director
of and serves on the audit committee of Edgar Online, Inc. Mr. Mutch
is a director of and serves as the chairman of the audit committee of Adaptec,
Inc. Mr. Mutch is also a director and the chairman of the board of
directors of Aspyra, Inc., and serves on its nominating
committee. Mr. Mutch earned a B.S. in Applied Economics from Cornell
University, where he serves on the advisory board for the undergraduate school
of business, and a Masters of Business Administration from the University of
Chicago Graduate School of Business. As of the date hereof, Mr. Mutch
does not directly own any securities of Agilysys nor has he made any purchases
or sales of any securities of Agilysys during the past two years. Mr.
Mutch, as a member of the Ramius Group, is deemed to be the beneficial owner of
the Shares owned by the members of the Ramius Group. For information
regarding purchases and sales during the past two years by the members of the
Ramius Group of securities of Agilysys that are deemed to be beneficially owned
by Mr. Mutch, see Schedule I.
Steve Tepedino (Age 47) was a
co-founder, and has served as President and Chief Executive Officer, of Channel
Savvy LLC, a management consulting firm specializing in technology channels,
since May 2006. Additionally, since May 2006 Mr. Tepedino has served
as a Member of JET Creative LLC, a management consulting company specializing in
the information technology industry. From 1984 to 2006, Mr. Tepedino
worked in various positions within divisions of Avnet, Inc., a Fortune 500
company focused on global technology distribution. From 2005 to 2006,
Mr. Tepedino served as Vice President of Avnet, Inc. and President of Avnet
Technology Solutions, Americas, a global technology sales and marketing
organization with operations in the United States, Mexico and
Canada. From 2002 to 2005 Mr. Tepedino served as President of Avnet
Partner Solutions, Americas, an industry-leading, value-added distributor and
provider of servers, storage, software and services, with operations in the
United States, Mexico and Canada. Mr. Tepedino earned a B.S. in
Engineering Chemistry from State University of New York at Stony
Brook. As of the date hereof, Mr. Tepedino directly owns 10,670
Shares. See Schedule I for information regarding purchases and sales during the
past two years by Mr. Tepedino of securities of Agilysys. Mr.
Tepedino, as a member of the Ramius Group, is deemed to be the beneficial owner
of the Shares owned by the members of the Ramius Group. For
information regarding purchases and sales during the past two years by the
members of the Ramius Group of securities of Agilysys that are deemed to be
beneficially owned by Mr. Tepedino, see Schedule I.
James Zierick (Age 52) has
served as interim Chief Executive Officer of Aspyra, Inc. (“Aspyra”), a
healthcare information technology and service provider that specializes in
Clinical Information Systems (CIS) and Diagnostic Information Systems (DIS) for
healthcare providers, since February 2008 and a director of Aspyra since
September 2007. From January 2007 to December 2007, Mr. Zierick
served as Chief Executive Officer of LogicalApps, Inc., a provider of embedded
controls software for enterprise applications. From 2004 to 2006, Mr.
Zierick was Executive Vice President of Worldwide Field Operations for
Peregrine, where he led a 350 person sales, alliance, customer support and
professional services organization. From 1989 to 2003, Mr. Zierick
was a Principal in McKinsey & Company, where he helped lead the company’s
Southern California technology and operational effectiveness practices. Mr.
Zierick earned a Masters of Business Administration from Dartmouth College, Amos
Tuck School of Business, a B.S. in Engineering from Dartmouth College, Thayer
School of Engineering, and a B.A. in Engineering Sciences from Dartmouth
College. As of the date hereof, Mr. Zierick directly owns 775
Shares. See Schedule I for information regarding purchases and sales
during the past two years by Mr. Zierick of securities of
Agilysys. Mr. Zierick, as a member of the Ramius Group, is deemed to
be the beneficial owner of the Shares owned by the members of the Ramius
Group. For information regarding purchases and sales during the past
two years by the members of the Ramius Group of securities of Agilysys that are
deemed to be beneficially owned by Mr. Zierick, see Schedule I.
RCG
Starboard Advisors, an affiliate of Ramius, and the Ramius Nominees, have
entered into compensation letter agreements (the “Compensation Letter
Agreements”) regarding compensation to be paid to the Ramius Nominees for their
agreement to be named and to serve as Ramius Nominees and for their services as
a director of Agilysys, if elected. Pursuant to the terms of the
Compensation Letter Agreements, RCG Starboard Advisors has agreed to pay each of
the Ramius Nominees (i) $10,000 in cash as a result of the submission by Value
and Opportunity Master Fund of its nomination of the Ramius Nominees to Agilysys
and (ii) $10,000 in cash upon the filing of a definitive proxy statement with
the Securities and Exchange Commission relating to a solicitation of proxies in
favor of each Nominee’s election as a director at the Annual
Meeting. Pursuant to the Compensation Letter Agreements, each Ramius
Nominee agrees to use such compensation to acquire securities of Agilysys (the
“Nominee Shares”) at such time that such Nominee shall determine, but in any
event no later than [ ] days after receipt of such
compensation. If elected or appointed to serve as a director of the
Agilysys Board, each Ramius Nominee agrees not to sell, transfer or otherwise
dispose of any Nominee Shares within two years of such Ramius Nominee’s election
or appointment as a director; provided, however, in the event that the Agilysys
enters into a business combination with a third party, each Ramius Nominee may
sell, transfer or exchange the Nominee Shares in accordance with the terms of
such business combination
Value and
Opportunity Master Fund and certain of its affiliates have signed or intend to
sign a letter agreement pursuant to which they agree to indemnify the Ramius
Nominees against claims arising from the solicitation of proxies from Agilysys
shareholders in connection with the Annual Meeting and any related
transactions. Other than as stated herein, there are no arrangements
or understandings between members of the Ramius Group and any of the Ramius
Nominees or any other person or persons pursuant to which the nomination of the
Ramius Nominees described herein is to be made, other than the consent by each
of the Ramius Nominees to be named in this Proxy Statement and to serve as a
director of Agilysys if elected as such at the Annual Meeting. None
of the Ramius Nominees are a party adverse to Agilysys or any of its
subsidiaries or has a material interest adverse to Agilysys or any of its
subsidiaries in any material pending legal proceedings.
The
Ramius Group does not expect that the Ramius Nominees will be unable to stand
for election. In the event that any Ramius Nominee is unable to serve or for
good cause will not serve, the Ramius Group may seek to replace such Ramius
Nominee with a substitute nominee to the extent substitution is permissible
under the Company’s advance notice provision in the Company’s Bylaws. In such
case that the Ramius Group is permitted to substitute a nominee, the Ramius
Group will file and deliver supplemental proxy materials, including a revised
proxy card, disclosing the information relating to any substitute nominee that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to Section 14 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Only in such case will the Shares
represented by the enclosed GOLD proxy card be voted for substitute
nominees. In addition, Value and Opportunity Master Fund reserves the
right to challenge any action by Agilysys that has, or if consummated would
have, the effect of disqualifying the Ramius Nominees. Value and Opportunity
Master Fund reserves the right to nominate additional persons, to the extent
this is not prohibited under the Company’s bylaws or applicable law, if Agilysys
increases the size of the Board above its existing size or increases the number
of directors whose terms expire at the Annual Meeting. Additional
nominations made pursuant to the preceding sentence are without prejudice to the
position of Value and Opportunity Master Fund that any attempt to increase the
size of the current Board or to reconstitute or reconfigure the classes on which
the current directors serve constitutes an unlawful manipulation of the
Company’s corporate machinery.
YOU
ARE URGED TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES ON THE ENCLOSED GOLD
PROXY CARD.
We are
not aware of any other proposals to be brought before the Annual Meeting.
However, we intend to bring before the Annual Meeting such business as may be
appropriate, including, without limitation, nominating additional persons for
directorships or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed GOLD proxy card will vote on
such matters in their discretion.
VOTING
AND PROXY PROCEDURES
Only
shareholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Shareholders who sell Shares before the
Record Date (or acquire them without voting rights after the Record Date) may
not vote such Shares. Shareholders of record on the Record Date will
retain their voting rights in connection with the Annual Meeting even if they
sell such Shares after the Record Date. Based on publicly available
information, the Ramius Group believes that the only outstanding class of
securities of Agilysys entitled to vote at the Annual Meeting is the
Shares.
Shareholders
have the right to cumulate their votes in the election of directors if, not less
than 48 hours before the start time of the Annual Meeting, any shareholder gives
written notice to the Chief Executive Officer, an Executive Vice President or
the Secretary of the Company that he, she or it wants the voting for the
election of directors to be cumulative. We intend to give notice as
required by law that we want cumulative voting to be used at the Annual Meeting
for the election of directors.
Cumulative
voting means that each shareholder may cumulate his, her or its voting power for
the election by distributing a number of votes, determined by multiplying the
number of directors to be elected at the Annual Meeting times the number of the
shareholder’s Shares. The shareholder may distribute all of the votes
to one individual director nominee, or distribute his, her or its votes among
two or more director nominees, as the shareholder chooses. We are
soliciting the discretionary authority to cumulate votes, and the persons named
as proxies on our proxy card will have the authority to cumulate votes at their
discretion.
Shares
represented by properly executed GOLD proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Ramius Nominees to the Board and in the
discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting.
You are
being asked to elect the Ramius Nominees. The enclosed GOLD proxy card may only be
voted for the Ramius Nominees and does not confer voting power with respect to
the Company’s nominees. Accordingly, you will not have the
opportunity to vote for any of the Company’s nominees. You can only
vote for the Company’s nominees by signing and returning a proxy card provided
by Agilysys. Shareholders should refer to the Agilysys proxy
statement for the names, backgrounds, qualifications and other information
concerning the Company’s nominees. The participants in this
solicitation intend to vote all of their Shares in favor of the Ramius
Nominees.
QUORUM
A
majority of the outstanding Shares represented at the Annual Meeting in person
or by proxy will constitute a quorum for the transaction of
business.
VOTES
REQUIRED FOR ELECTION OF DIRECTORS
Under
Ohio law and the Company’s Amended Code of Regulations, if a quorum is present
at the Annual Meeting, the three nominees for election as directors will be
elected as directors if they receive the greatest number of votes cast for the
election of directors at the Annual Meeting by the holders of the Shares present
in person or represented by proxy and entitled to vote. A shareholder
may cast votes for the Ramius Nominees either by so marking the ballot at the
Annual Meeting or by specific voting instructions sent with a signed proxy to
either the Ramius Group in care of Innisfree M&A Incorporated at the address
set forth on the back cover of this Proxy Statement or to Agilysys at 28925
Fountain Parkway, Solon, Ohio 44139, or any other address provided by
Agilysys.
DISCRETIONARY
VOTING
Shares
held in “street name” and held of record by banks, brokers or nominees may not
be voted by such banks, brokers or nominees unless the beneficial owners of such
Shares provide them with instructions on how to vote.
ABSTENTIONS
AND BROKER NON-VOTES
Abstentions
and broker “non-votes” will count as votes present for the purpose of
determining whether a quorum is present. Abstentions and broker
“non-votes” will not be counted as votes cast in the election of
directors.
REVOCATION
OF PROXIES
Shareholders
of Agilysys may revoke their proxies at any time prior to exercise by attending
the Annual Meeting and voting in person (although attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy) or by
delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Ramius Group in care of Innisfree M&A Incorporated at the address set forth
on the back cover of this Proxy Statement or to Agilysys at 28925 Fountain
Parkway, Solon, Ohio 44139, or any other address provided by
Agilysys. Although a revocation is effective if delivered to
Agilysys, the Ramius Group requests that either the original or photostatic
copies of all revocations be mailed to the Ramius Group in care of Innisfree
M&A Incorporated at the address set forth on the back cover of this Proxy
Statement so that the Ramius Group will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the Record Date and the number of outstanding Shares represented
thereby. Additionally, Innisfree M&A Incorporated may use this
information to contact shareholders who have revoked their proxies in order to
solicit later dated proxies for the election of the Ramius
Nominees.
IF
YOU WISH TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES TO THE BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by the
Ramius Group. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.
Value and
Opportunity Master Fund has entered into an agreement with Innisfree M&A
Incorporated for solicitation and advisory services in connection with this
solicitation, for which Innisfree M&A Incorporated will receive a fee not to
exceed $[__________], together with reimbursement for its reasonable
out-of-pocket expenses, and will be indemnified against certain liabilities and
expenses, including certain liabilities under the federal securities
laws. Innisfree M&A Incorporated will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional
holders. Value and Opportunity Master Fund has requested banks,
brokerage houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the Shares they hold of
record. Value and Opportunity Master Fund will reimburse these record
holders for their reasonable out-of-pocket expenses in so doing. It
is anticipated that Innisfree M&A Incorporated will employ approximately
[__] persons to solicit Agilysys shareholders for the Annual
Meeting.
The
entire expense of soliciting proxies is being borne by the Ramius Group. Costs
of this solicitation of proxies are currently estimated to be approximately
$___,000.00. The Ramius Group estimates that through the date hereof
its expenses in connection with this solicitation are approximately
$___,000.00.
ADDITIONAL
PARTICIPANT INFORMATION
The
Ramius Nominees and the other members of the Ramius Group are participants in
this solicitation. The principal business of each of Value and
Opportunity Master Fund, Parche and RCG PB is serving as a private investment
fund. Each of Value and Opportunity Master Fund and Parche has been formed for
the purpose of making equity investments and, on occasion, taking an active role
in the management of portfolio companies in order to enhance shareholder
value. The principal business of RCG Starboard Advisors is acting as
investment manager of Value and Opportunity Master Fund and managing member of
Parche. The principal business of Enterprise Master Fund is serving
as a private investment fund and acting as the non-managing member of
Parche. The principal business of Ramius Advisors is acting as the
investment advisor of each of Enterprise Master Fund and RCG
PB. Ramius is engaged in money management and investment advisory
services for third parties and proprietary accounts and serves as the sole
member of RCG Starboard Advisors and Ramius Advisors. C4S serves as managing
member of Ramius. Messrs. Cohen, Strauss, Stark and Solomon serve as
co-managing members of C4S.
The
address of the principal office of each of Parche, RCG Starboard Advisors,
Ramius Advisors, Ramius, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is
599 Lexington Avenue, 20th Floor,
New York, New York 10022. The address of the principal office of
Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB is c/o
Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road,
Grand Cayman, Cayman Islands, British West Indies.
As of the
date hereof, Value and Opportunity Master Fund beneficially owns 2,342,130
Shares, Parche beneficially owns 323,761 Shares and RCG PB beneficially owns
277,103 Shares. As of the date hereof, RCG Starboard Advisors (as the
investment manager of Value and Opportunity Master Fund and the managing member
of Parche) is deemed to be the beneficial owner of the 2,342,130 Shares owned by
Value and Opportunity Master Fund and the 323,761 Shares owned by
Parche. As of the date hereof, Enterprise Master Fund (as the sole
non-managing member of Parche and owner of all economic interests therein) is
deemed the beneficial owner of the 323,761 Shares owned by Parche. As
of the date hereof, Ramius Advisors (as the investment advisor of each of
Enterprise Master Fund and RCG PB) is deemed to be the beneficial owner of the
323,761 Shares owned by Parche and the 277,103 Shares owned by RCG
PB. As of the date hereof, Ramius (as the sole member of each of RCG
Starboard Advisors and Ramius Advisors), C4S (as the managing member of Ramius)
and Messrs. Cohen, Stark, Strauss and Solomon (as the managing members of C4S)
are deemed to be the beneficial owners of the 2,342,130 Shares owned by Value
and Opportunity Master Fund, the 323,761 Shares owned by Parche and the 277,103
Shares owned by RCG PB. Messrs. Cohen, Stark, Strauss and Solomon
share voting and dispositive power with respect to the Shares owned by Value and
Opportunity Master Fund, Parche and RCG PB by virtue of their shared authority
to vote and dispose of such Shares.
Each of
the Ramius Nominees, as a member of a “group” for the purposes of Rule
13d-5(b)(1) of the Exchange Act is deemed to be a beneficial owner of the
2,342,130 Shares owned by Value and Opportunity Master Fund, the 323,761 Shares
owned by Parche and the 277,103 Shares owned by RCG PB. Each of the
Ramius Nominees disclaims beneficial ownership of Shares that he does not
directly own. As of the date hereof, Mr. Tepedino beneficially owns
10,670 Shares and Mr. Zierick beneficially owns 775 Shares.
Each
member of the Ramius Group, as members of a “group” for the purposes of Rule
13d-5(b)(1) of the Exchange Act, is deemed to beneficially own the Shares
beneficially owned in the aggregate by the other members of the
group. Each member of the Ramius Group disclaims beneficial ownership
of such Shares, except to the extent of their pecuniary interest
therein. For information regarding purchases and sales of securities
of Agilysys during the past two years by members of the Ramius Group, including
the Ramius Nominees, see Schedule I.
On
October 10, 2008, the members of the Ramius Group entered into an Amended and
Restated Joint Filing and Solicitation Agreement in which each member of the
Ramius Group agreed to the joint filing on behalf of each of them of Statements
on Schedule 13D and agreed to form the Ramius Group for the purpose of
soliciting proxies or written consents for the election of the Ramius Nominees
to the Board at the Annual Meeting and for the purpose of taking all other
actions incidental to the foregoing. The Ramius Group intends to seek
reimbursement from Agilysys of all expenses it incurs in connection with this
solicitation. The Ramius Group does not intend to submit the question
of such reimbursement to a vote of security holders of the Company.
Except as
set forth in this Proxy Statement (including the Schedules hereto), (i) during
the past 10 years, no participant in this solicitation has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
no participant in this solicitation directly or indirectly beneficially owns any
securities of Agilysys; (iii) no participant in this solicitation owns any
securities of Agilysys which are owned of record but not beneficially; (iv) no
participant in this solicitation has purchased or sold any securities of
Agilysys during the past two years; (v) no part of the purchase price or market
value of the securities of Agilysys owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Agilysys, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Agilysys; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Agilysys; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of Agilysys’ last fiscal year, or is a party
to any currently proposed transaction, or series of similar transactions, to
which Agilysys or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (x) no participant in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by Agilysys or its affiliates, or with respect
to any future transactions to which Agilysys or any of its affiliates will or
may be a party; and (xi) no person, including the participants in this
solicitation, who is a party to an arrangement or understanding pursuant to
which the Ramius Nominees are proposed to be elected has a substantial interest,
direct or indirect, by security holdings or otherwise in any matter to be acted
on at the Annual Meeting. There are no material proceedings to which
the Ramius Nominees or any of their associates is a party adverse to Agilysys or
any of its subsidiaries or has a material interest adverse to Agilysys or any of
its subsidiaries. With respect to the Ramius Nominees, none of the
events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Exchange Act,
occurred during the past five years.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires persons who beneficially own more than 10% of
the Shares to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the SEC. Based solely on its review of the Ramius
Nominees’ transaction history and ownership information with respect to the
Shares, the Ramius Group believes that all of the Section 16(a) filing
requirements were satisfied by the Ramius Nominees.
OTHER
MATTERS AND ADDITIONAL INFORMATION
The
Ramius Group is unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which the Ramius Group is not
aware of a reasonable time before this solicitation, be brought before the
Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on
such matters in their discretion.
SHAREHOLDER
PROPOSALS
Any
shareholder that intends to present a proposal at the 2009 Annual Meeting of
Shareholders (the “2009 Annual Meeting”) must ensure the proposal is received by
the Company’s Secretary at the Company’s principal executive offices no later
than [April 12, 2009], for inclusion in the Company’s proxy statement and form
of proxy relating to the 2009 Annual Meeting. Each proposal submitted
should be accompanied by the name and address of the shareholder submitting the
proposal and the number of Shares owned. If the proponent is not a
shareholder of record, proof of beneficial ownership should also be
submitted. All proposals must be a proper subject for action and
comply with the proxy rules of the Securities and Exchange
Commission.
The
information set forth above regarding the procedures for submitting shareholder
proposals for consideration at the 2009 Annual Meeting is based on information
contained in the Company’s proxy statement. The incorporation of this
information in this proxy statement should not be construed as an admission by
the Ramius Group that such procedures are legal, valid or binding.
INCORPORATION
BY REFERENCE
THE
RAMIUS GROUP HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED
BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN AGILYSYS’ PROXY STATEMENT
RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE IS EXPECTED TO
INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON AGILYSYS’
CURRENT DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER
IMPORTANT INFORMATION. PLEASE NOTE THAT THE RAMIUS GROUP WAS NOT
INVOLVED IN THE PREPARATION OF AGILYSYS’ PROXY STATEMENT. SEE SCHEDULE II FOR
INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES
AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF
AGILYSYS.
The
information concerning Agilsys contained in this Proxy Statement and the
Schedules attached hereto has been taken from, or is based upon, publicly
available information.
THE
RAMIUS GROUP
|
|
|
_______________
__, 2009
|
SCHEDULE
I
TRANSACTIONS
IN SECURITIES OF AGILYSYS
DURING
THE PAST TWO YEARS
Except
as otherwise specified, all purchases and sales were made in the open
market.
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
21,000
|
|
10.8154
|
04/10/08
|
42,000
|
|
10.4431
|
04/11/08
|
21,000
|
|
10.2574
|
04/14/08
|
42,000
|
|
10.1457
|
04/16/08
|
18,564
|
|
10.0412
|
04/17/08
|
22,428
|
|
10.1712
|
04/18/08
|
13,860
|
|
10.1843
|
04/21/08
|
21,000
|
|
10.0795
|
04/22/08
|
8,148
|
|
9.7858
|
04/23/08
|
21,000
|
|
10.8500
|
04/30/08
|
34,776
|
|
10.8799
|
04/30/08
|
22,680
|
|
11.2729
|
05/01/08
|
66,630
|
|
11.1375
|
05/02/08
|
17,748
|
|
11.3637
|
05/05/08
|
14,453
|
|
11.3841
|
05/06/08
|
53,802
|
|
11.2966
|
05/07/08
|
63,000
|
|
11.0111
|
05/08/08
|
59,472
|
|
11.0421
|
05/09/08
|
13,939
|
|
11.3093
|
05/12/08
|
105,597
|
|
10.3935
|
05/13/08
|
53,546
|
|
10.8320
|
05/14/08
|
86,097
|
|
10.5983
|
05/15/08
|
69,048
|
|
10.6181
|
05/16/08
|
20,916
|
|
10.5136
|
05/19/08
|
34,940
|
|
10.2293
|
05/20/08
|
440,543
|
|
9.7821
|
05/21/08
|
80,640
|
|
10.0714
|
06/02/08
|
97,020
|
|
11.0165
|
06/03/08
|
252
|
|
10.9190
|
06/04/08
|
63,000
|
|
12.2836
|
06/05/08
|
20,216
|
|
12.2102
|
06/05/08
|
50,400
|
|
12.1727
|
06/06/08
|
42,000
|
|
11.9008
|
06/10/08
|
42,000
|
|
11.8256
|
06/23/08
|
21,000
|
|
11.7754
|
06/24/08
|
8,400
|
|
11.4389
|
06/27/08
|
28,308
|
|
12.3112
|
07/23/08
|
17,341
|
|
12.1980
|
07/24/08
|
22,356
|
|
12.2666
|
07/25/08
|
2,688
|
|
12.2708
|
07/28/08
|
5,908
|
|
12.0115
|
07/29/08
|
27,382
|
|
12.2787
|
07/30/08
|
16,057
|
|
12.0539
|
07/31/08
|
32,760
|
|
11.8873
|
08/01/08
|
9,665
|
|
11.6373
|
08/04/08
|
5,536
|
|
11.4632
|
08/05/08
|
12,096
|
|
11.6029
|
08/08/08
|
(217,601)#
|
|
13.0100
|
09/01/08
|
(25,166)
|
|
11.4682
|
09/15/08
|
(48,077)
|
|
11.0864
|
09/16/08
|
40,000
|
|
11.8693
|
09/19/08
|
8,612
|
|
11.8928
|
09/22/08
|
24,334
|
|
11.9369
|
09/23/08
|
19,054
|
|
11.7843
|
09/24/08
|
44,754
|
|
10.1220
|
09/30/08
|
18,600
|
|
9.5662
|
10/01/08
|
130,200
|
|
7.4013
|
10/02/08
|
648,210
|
|
6.9300
|
10/08/08
|
PARCHE,
LLC
83,913
|
|
9.7821
|
05/21/08
|
180,504*
|
|
9.8400
|
05/21/08
|
15,360
|
|
10.0714
|
06/02/08
|
18,480
|
|
11.0165
|
06/03/08
|
48
|
|
10.9190
|
06/04/08
|
12,000
|
|
12.2836
|
06/05/08
|
3,851
|
|
12.2102
|
06/05/08
|
9,600
|
|
12.1727
|
06/06/08
|
8,000
|
|
12.0592
|
06/09/08
|
8,000
|
|
11.9008
|
06/10/08
|
* Shares were acquired
through a cross-trade with Ramius Enterprise Master Fund Ltd, an affiliate of
Parche, LLC.
8,000
|
|
11.8256
|
06/23/08
|
4,000
|
|
11.7754
|
06/24/08
|
(1,600
|
|
11.4389
|
06/27/08
|
(5,392)
|
|
12.3112
|
07/23/08
|
(3,303)
|
|
12.1980
|
07/24/08
|
(4,258)
|
|
12.2666
|
07/25/08
|
(512)
|
|
12.2708
|
07/28/08
|
(1,125)
|
|
12.0115
|
07/29/08
|
(5,216)
|
|
12.2787
|
07/30/08
|
(3,058)
|
|
12.0539
|
07/31/08
|
(6,240)
|
|
11.8873
|
08/01/08
|
(1,841)
|
|
11.6373
|
08/04/08
|
(1,054)
|
|
11.4632
|
08/05/08
|
2,304
|
|
11.6029
|
08/08/08
|
(5,497)
|
|
11.4682
|
09/15/08
|
(10,503)
|
|
11.0864
|
09/16/08
|
7,000
|
|
11.8693
|
09/19/08
|
1,507
|
|
11.8928
|
09/22/08
|
4,259
|
|
11.9369
|
09/23/08
|
3,334
|
|
11.7843
|
09/24/08
|
RAMIUS ENTERPRISE MASTER
FUND LTD
4,000
|
|
10.8154
|
04/10/08
|
8,000
|
|
10.4431
|
04/11/08
|
4,000
|
|
10.2574
|
04/14/08
|
8,000
|
|
10.1457
|
04/16/08
|
3,536
|
|
10.0412
|
04/17/08
|
4,272
|
|
10.1712
|
04/18/08
|
2,640
|
|
10.1843
|
04/21/08
|
4,000
|
|
10.0795
|
04/22/08
|
1,552
|
|
9.7858
|
04/23/08
|
4,000
|
|
10.8500
|
04/30/08
|
6,624
|
|
10.8799
|
04/30/08
|
4,320
|
|
11.2729
|
05/01/08
|
12,691
|
|
11.1375
|
05/02/08
|
3,381
|
|
11.3637
|
05/05/08
|
2,753
|
|
11.3841
|
05/06/08
|
10,248
|
|
11.2966
|
05/07/08
|
12,000
|
|
11.0111
|
05/08/08
|
11,328
|
|
11.0421
|
05/09/08
|
2,655
|
|
11.3093
|
05/12/08
|
20,114
|
|
10.3935
|
05/13/08
|
10,199
|
|
10.8320
|
05/14/08
|
16,400
|
|
10.5983
|
05/15/08
|
13,152
|
|
10.6181
|
05/16/08
|
3,984
|
|
10.5136
|
05/19/08
|
6,655
|
|
10.2293
|
05/20/08
|
(180,504)**
|
|
9.8400
|
05/21/08
|
RCG PB,
LTD.
217,601#
|
|
13.0100
|
09/01/08
|
(3,696)
|
|
11.4682
|
09/15/08
|
(7,061)
|
|
11.0864
|
09/16/08
|
3,000
|
|
11.8693
|
09/19/08
|
646
|
|
11.8928
|
09/22/08
|
1,825
|
|
11.9369
|
09/23/08
|
1,429
|
|
11.7843
|
09/24/08
|
3,369
|
|
10.1220
|
09/30/08
|
1,400
|
|
9.5662
|
10/01/08
|
9,800
|
|
7.4013
|
10/02/08
|
48,790
|
|
6.9300
|
10/08/08
|
RAMIUS ADVISORS,
LLC
None
RCG STARBOARD ADVISORS,
LLC
None
RAMIUS
LLC
None
C4S & CO.,
L.L.C.
None
PETER A.
COHEN
None
MORGAN B.
STARK
None
JEFFREY M.
SOLOMON
None
**Shares were transferred through a
cross-trade with Parche, LLC, an affiliate of Ramius Enterprise Master Fund
Ltd.
# Shares were acquired in a cross-trade
with Ramius Value and Opportunity Master Fund Ltd an affiliate of RCG PB,
Ltd.
THOMAS W.
STRAUSS
None
JOHN
MUTCH
None
JAMES
ZIERICK
STEVE
TEPEDINO
1,000
|
|
10.9980
|
06/03/08
|
200
|
|
12.3470
|
06/17/08
|
300
|
|
12.3500
|
06/17/08
|
170
|
|
12.1900
|
06/17/08
|
500
|
|
11.3740
|
06/27/08
|
1,000
|
|
10.7500
|
07/11/08
|
500
|
|
12.7500
|
08/15/08
|
500
|
|
12.0000
|
09/05/08
|
500
|
|
11.5000
|
09/15/08
|
500
|
|
11.0000
|
09/16/08
|
500
|
|
10.5000
|
09/29/08
|
1,000
|
|
8.9960
|
10/02/08
|
3,000
|
|
6.9300
|
10/08/08
|
SCHEDULE
II
The
following table contains information from Agilysys’ Preliminary Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on January 28,
2009
The
following table shows the number of Shares of the Company beneficially owned by
each current Director of the Company and Director nominee; the Chief Executive
Officer and each of the current and former Executive Officers of the Company
named in the Summary Compensation Table below; all Directors and Executive
Officers as a group; persons known to the Company to own beneficially in excess
of 5% of the total outstanding Common Shares; and the percent of the class so
owned as of January 20, 2009 unless otherwise indicated.
|
|
|
|
|
|
|
|
|
|
|
Number
of
|
|
|
|
|
Common
Shares
|
|
|
|
|
Beneficially
|
|
Percent
|
|
|
Owned(1)
|
|
of
Class
|
|
|
|
|
|
|
|
|
|
Directors and Director Nominees
(Excluding Executive and Named Officers)(2)
|
|
|
|
|
|
|
|
|
Charles
F. Christ
|
|
|
55,720
|
(3)
|
|
|
.2
|
|
Thomas
A. Commes
|
|
|
90,714
|
(4)
|
|
|
.4
|
|
R.
Andrew Cueva
|
|
|
2,422,932
|
(5)
|
|
|
10.7
|
|
Howard
V. Knicely
|
|
|
49,214
|
(6)
|
|
|
.2
|
|
Keith
M. Kolerus
|
|
|
57,714
|
(7)
|
|
|
.3
|
|
Robert
A. Lauer
|
|
|
60,714
|
(8)
|
|
|
.3
|
|
Robert
G. McCreary, III
|
|
|
82,491
|
(8)
|
|
|
.4
|
|
Eileen
M. Rudden
|
|
|
13,200
|
|
|
|
*
|
|
Executive (Named)
Officers(2)
|
|
|
|
|
|
|
|
|
Martin
F. Ellis
|
|
|
316,248
|
(9)
|
|
|
1.4
|
|
Richard
A. Sayers, II
|
|
|
367,327
|
(10)
|
|
|
1.6
|
|
All
Directors and Executive Officers as a group
(10 persons)
|
|
|
1,529,288
|
(11)
|
|
|
6.6
|
|
Named
Officers(2)
|
|
|
|
|
|
|
|
|
Arthur
Rhein
|
|
|
761,735
|
(12)13)
|
|
|
3.3
|
|
Robert
J. Bailey
|
|
|
171,272
|
(14)
|
|
|
*
|
|
Peter
J. Coleman
|
|
|
128,478
|
(14)
|
|
|
*
|
|
Other
Persons
|
|
|
|
|
|
|
|
|
Dimensional
Fund Advisors L.P.
|
|
|
2,603,777
|
(15)
|
|
|
11.4
|
|
1299
Ocean Ave., 11th Floor
Santa
Monica, California 90401
|
|
|
|
|
|
|
|
|
MAK
Capital One, LLC et al.
|
|
|
4,047,281
|
(16)
|
|
|
17.9
|
|
6100
Red Hook Quarter, 18B, Suites C, 1-6
St.
Thomas, VI 00802
|
|
|
|
|
|
|
|
|
Goodwood,
Inc.
|
|
|
1,968,260
|
(17)
|
|
|
8.7
|
|
212
King Street West, Suite 201
Toronto,
ON, Canada M5H 1K5
|
|
|
|
|
|
|
|
|
Barclays
Global Investors, NA
|
|
|
1,414,537
|
(18)
|
|
|
6.2
|
|
45
Fremont Street
San Francisco,
California 94105
|
|
|
|
|
|
|
|
|
Ramius
LLC et al.
|
|
|
2,942,994
|
(19)
|
|
|
13
|
|
599
Lexington Avenue, 20th Floor
New
York, New York 10022
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Shares
owned are less than one-tenth of one percent of class.
|
|
|
|
(1)
|
|
Except
where otherwise indicated, beneficial ownership of the Common Shares held
by the persons listed in the table above comprises both sole voting and
dispositive power, or voting and dispositive power that is shared with the
spouses of such persons.
|
|
|
|
(2)
|
|
The
address of each Director and Executive Officer is 28925 Fountain Parkway,
Solon, Ohio 44139.
|
|
|
|
(3)
|
|
Includes
37,500 Common Shares which the Director had the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to the Director under the 1999 and 2000 Stock Option Plans
for Outside Directors, and the 2000 Stock Incentive
Plan.
|
|
|
|
(4)
|
|
Includes
52,500 Common Shares which the Director had the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to the Director under the 1999 and 2000 Stock Option Plans
for Outside Directors, and the 2000 Stock Incentive
Plan.
|
|
|
|
(5)
|
|
Comprised
entirely of Common Shares beneficially owned by MAK Capital Fund L.P.
Mr. Cueva may be deemed to share beneficial ownership in Common
Shares that MAK Capital Fund L.P. may be deemed to beneficially own.
However, Mr. Cueva disclaims beneficial ownership of the Common
Shares, except to the extent of his pecuniary interest in MAK Capital
Fund L.P.’s interest in such Common Shares. The inclusion in this
table of the shares beneficially owned by MAK Capital Fund L.P. shall not
be deemed an admission by Mr. Cueva of beneficial ownership of all of
the reported Common Shares.
|
|
|
|
(6)
|
|
Includes
30,000 Common Shares which the Director had the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to the Director under the 2000 Stock Option Plan for
Outside Directors and the 2000 Stock Incentive Plan.
|
|
|
|
(7)
|
|
Includes
22,500 Common Shares which the Director had the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to the Director under the 1999 and 2000 Stock Option Plans
for Outside Directors, and the 2000 Stock Incentive
Plan.
|
|
|
|
(8)
|
|
Includes
37,500 Common Shares which the Director had the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to Directors under the 2000 Stock Option Plan for Outside
Directors and the 2000 Stock Incentive Plan.
|
|
|
|
(9)
|
|
Includes
(i) 177,000 Common Shares which Mr. Ellis had the right to
acquire within 60 days of January 20, 2009, through the exercise
of stock options granted to him under the 2000 Stock Incentive Plan; and
(ii) 58,000 restricted Common Shares which Mr. Ellis was granted
under the 2006 Stock Incentive Plan, as to which Mr. Ellis has sole
voting power, but no dispositive power until such shares have become
vested.
|
|
|
|
(10)
|
|
Includes
(i) 254,300 Common Shares which Mr. Sayers had the right as a
result of Mr. Sayer’s eligibility for early retirement to acquire
within 60 days of January 20, 2009, through the exercise of
stock options granted to him under the 1991 Stock Option Plan and the 2000
Stock Incentive Plan; and (ii) 46,400 restricted Common Shares which
Mr. Sayers was granted under the 2006 Stock Incentive Plan, as to
which Mr. Sayers has sole voting power, but no dispositive power
until such shares have become vested. The Company defines eligibility for
early retirement as the attainment of 55 years of age and
7 years of continuous service.
|
|
|
|
(11)
|
|
The
number of Common Shares shown as beneficially owned by the Company’s
Directors and Executive Officers as a group includes (i) 664,900
Common Shares which such persons have the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to them under the 1991 Stock Option Plan, the 2000 Stock
Incentive Plan, the 1995 Stock Option Plan for Outside Directors, the 1999
Stock Option Plan for Outside Directors and the 2000 Stock Option Plan for
Outside Directors; and (ii) 104,400 restricted Common Shares granted
under the 2006 Stock Incentive Plan, as to which participants have sole
voting power, but no dispositive power until such shares have become
vested.
|
|
|
|
(12)
|
|
On
October 20, 2008, Mr. Rhein retired from the Company. Includes
500,000 Common Shares that Mr. Rhein has the right to acquire within
60 days of January 20, 2009, through the exercise of stock
options granted to him under the 2000 Stock Incentive
Plan.
|
|
|
|
(13)
|
|
Includes
97,175 Common Shares that Mr. Rhein has pledged as security pursuant
to a brokerage margin account.
|
|
|
|
(14)
|
|
On
October 21, 2008, the employment of Mr. Bailey and
Mr. Coleman was terminated.
|
|
|
|
(15)
|
|
As
reported on a Schedule 13G/A dated March 5,
2008.
|
|
|
|
(16)
|
|
As
reported on a Schedule 13D dated July 1,
2008.
|
|
|
|
(17)
|
|
As
reported on a Schedule 13G/A dated February 15,
2008.
|
|
|
|
(18)
|
|
As
reported on a Schedule 13G dated February 5,
2008.
|
|
|
|
(19)
|
|
As
reported on a Schedule 13D/A dated October 10, 2008. Ramius, LLC
et. al filed a Schedule 13D/A with the SEC on October 10, 2008
indicating that, as of October 9, 2008: (A) Ramius Value and
Opportunity Master Fund, Ltd had sole voting and dispositive power with
respect to 2,342,130 Common Shares; (B) each of Parche, LLC and
Ramius Enterprise Master Fund Ltd had sole voting and dispositive
power with respect to 323,761 Common Shares; (C) RCG PB, Ltd. had
sole voting and dispositive power with respect to 277,103 Common Shares;
(D) Ramius Advisors, LLC had sole voting and dispositive power with
respect to 600,864 Common Shares; (E) RCG Starboard Advisors, LLC had
sole voting and dispositive power with respect to 2,665,891 Common Shares;
(F) each of Ramius LLC and C4S & Co., L.L.C. had sole voting
and dispositive power with respect to 2,942,994 Common Shares;
(G) each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and
Thomas W. Strauss had shared voting and dispositive power with respect to
2,942,994 Common Shares; and (H) Steve Tepedino had sole voting and
dispositive power with respect to 7,670 Common Shares. Ramius, LLC et al.
also reported that each of John Mutch and James Zierick did not directly
own any Common Shares, but, as respective members of a “group” for the
purposes of Section 13(d)(3) of the Exchange Act, are each deemed to be a
beneficial owner of the 2,343,130 Common Shares owned by Value and
Opportunity Master Fund, 323,761 Common Shares owed by Parch, LLC and
277,103 Common Shares owned by RCG PB, Ltd. Both Mr. Mutch and
Mr. Zierick have disclaimed beneficial ownership of such Common
Shares. The address of the principal office of each of RCG Starboard
Advisors, LLC, Parche, LLC, Ramius, LLC, C4S & Co., L.L.C., and
Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue,
20th Floor, New York, New York 10022. The address of the principal office
of each of Ramius Value and Opportunity Master Fund Ltd, Ramius
Enterprise Master Fund Ltd and RCG PB, Ltd. is c/o Citco Fund
Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand
Cayman, Cayman Islands, British West Indies. The principal business
address of Mr. Mutch is c/o MV Advisors, LLC, 420 Stevens
Avenue, Suite 270, Solana Beach, CA 92075. The principal business
address of Mr. Zierick is c/o Aspyra, Inc., 26115-A Mureau Road,
Calabasas, CA 91320. The principal business address of Mr. Tepedino
is 8655 East Via de Ventura, Suite E-300, Scottsdale, AZ
85258.
|
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter how many
Shares you own, please give the Ramius Group your proxy FOR the election of the
Ramius Nominees by taking three steps:
|
●
|
SIGNING
the enclosed GOLD
proxy card,
|
|
●
|
DATING
the enclosed GOLD
proxy card, and
|
|
●
|
MAILING
the enclosed GOLD
proxy card TODAY in the envelope provided (no postage is required
if mailed in the United States).
|
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GOLD proxy card representing
your Shares. The Ramius Group urges you to confirm in writing your
instructions to the Ramius Group in care of Innisfree M&A Incorporated at
the address provided below so that the Ramius Group will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you
have any questions or require any additional information concerning this Proxy
Statement, please contact Innisfree M&A Incorporated at the address set
forth below.
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New York,
NY 10022
Stockholders
Call Toll-Free at: (877) 800-5185
Banks and Brokers Call Collect at:
(212) 750-5833
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
FEBRUARY 11, 2009
AGILYSYS,
INC.
2008
ANNUAL MEETING OF SHAREHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF THE RAMIUS GROUP
THE
BOARD OF DIRECTORS OF THE AGILYSYS, INC.
IS
NOT SOLICITING THIS PROXY
P R O X Y
The
undersigned appoints _______________ and ____________, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of the Agilysys, Inc. (“Agilysys” or the “Company”) which the
undersigned would be entitled to vote if personally present at the 2008 Annual
Meeting of Shareholders of the Company scheduled to be held at 8:00 a.m., local
time, on Thursday, March 26, 2009, at the Company’s headquarters at 28925
Fountain Parkway, Solon, Ohio 44139, and including at any
adjournments or postponements thereof and at any meeting called in lieu thereof
(the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of the herein named attorneys and
proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting that are unknown to the Ramius Group a reasonable
time before this solicitation. Shareholders have the right to vote
cumulatively in Proposal No. 1 and, unless directed otherwise, this Proxy shall
grant discretionary authority to the herein named attorneys and proxies or their
substitutes to vote cumulatively and to allocate votes among the nominees named
in Proposal No. 1. below.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR PROPOSAL NO. 1.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE
SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this
example
THE
RAMIUS GROUP STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEES
LISTED BELOW IN PROPOSAL NO.1
Proposal No.
1 – The Ramius Group’s Proposal to Elect John Mutch, Steve Tepedino and James
Zierick as Class B directors of the Company.
|
FOR
ALL
NOMINEES
|
WITHHOLD
AUTHORITY
TO
VOTE
FOR ALL
NOMINEES
|
FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
|
Nominees: John
Mutch
Steve Tepedino
James Zierick
|
[ ]
|
[ ]
|
[ ]
________________
________________
|
The
shares represented by this Proxy will not be cumulated with respect to any
nominee for whom the authority to vote has been withheld.
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS
PROXY.