SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.3)*
Agilysys,
Inc.
(Name
of Issuer)
Common Stock, without par
value
(Title
of Class of Securities)
00847J105
(CUSIP
Number)
Christopher
P. Davis, Esq.
Kleinberg,
Kaplan, Wolff & Cohen, P.C.
551
Fifth Avenue, New York, New York 10176
(212)
986-6000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 1,
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 which 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
[ ].
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) 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
("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).
1.NAME OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS*
5.CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)[ ]
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
4,418,447
9.
SOLE DISPOSITIVE
POWER
0
10.
SHARED DISPOSITIVE
POWER
4,418,447
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11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,418,447
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12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14.
TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Michael A. Kaufman
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS*
5.CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)[ ]
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
4,418,447
9.
SOLE DISPOSITIVE
POWER
0
10.
SHARED DISPOSITIVE
POWER
4,418,447
|
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,418,447
|
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14.
TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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)[ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS*
5.CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)[ ]
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
2,646,161
9.
SOLE DISPOSITIVE
POWER
0
10.
SHARED DISPOSITIVE
POWER
2,646,161
|
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,646,161
|
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14.
TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
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Paloma
International L.P.
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS*
5.CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)[ ]
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 EACH
REPORTING PERSON
1,772,286
|
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14.
TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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)[ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS*
5.CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)[ ]
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 EACH
REPORTING PERSON
1,772,286
|
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14.
TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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 January 31, 2010 and amends and supplements the Schedule
13D filed 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"),
and S. Donald Sussman, a United States citizen (“Mr. Sussman,” and collectively,
the "Reporting Persons").
The
Reporting Persons collectively beneficially own 4,418,447 shares of Common Stock
representing 19.1% percent of the outstanding shares of Common
Stock. The MAK Fund individually owns 2,646,161 shares of Common
Stock representing 11.5% 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.
ITEM
4.Purpose of
Transaction.
Item 4 of the Schedule 13D is
supplemented by the following:
On November 19, 2009, the Reporting
Persons and other related entities submitted an Acquiring Person Statement to
the Issuer under the Ohio Control Share Acquisition Statute. The
Acquiring Person Statement requests that the Issuer call a shareholder meeting
for the Issuer’s shareholders to vote on whether the Reporting Persons may
acquire additional shares of Common Stock to increase their beneficial ownership
of the outstanding shares to more than 20% but less than 33 1/3% (the “Share
Acquisition”). A copy of the Acquiring Person Statement is attached
hereto as Exhibit D and is incorporated herein by reference (and was previously
filed as an exhibit to Amendment No.1 to this Schedule 13D). There can be no
assurance that the Reporting Persons will be able to complete the purchases of
the additional shares of Common Stock contemplated by the Share Acquisition, or
that market conditions, market prices, developments with the Issuer, changes in
the Issuer’s prospects or other factors will not render such purchases
financially undesirable to the Reporting Persons. The special meeting
of the Issuer’s shareholders to vote on the Share Acquisition will be held by
the Issuer on February 18, 2010 (the “Special Meeting”). On January
25, 2010, the Reporting Persons commenced their solicitation of proxies in
connection with the Special Meeting.
MAK Capital additionally wishes to
reiterate and reconfirm its previous statements that it is not seeking to
control the Issuer. A single MAK Capital employee, R. Andrew Cueva,
serves on the Issuer's Board of Directors (the “Board”), after having been
invited to join by the Board in 2008. MAK Capital has no desire at
this time to have more than one representative on the Issuer's
Board. For the avoidance of doubt, MAK Capital will not seek control
of more than one-third of the Issuer's Board in the future.
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ITEM
6.Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
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Except
as described in Item 4, there are no contracts, arrangements, understandings or
relationships with respect to the securities of the
Issuer.
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ITEM
7.Material to be Filed as Exhibits.
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Exhibit
A –Joint Filing Agreement (previously filed)
Exhibit
B – List of the transactions in the Issuer’s Common Stock that were effected by
the Reporting Persons during the past sixty days (previously filed)
Exhibit
C – Power of Attorney
Exhibit
D – Acquiring Person Statement (previously filed)
Exhibit
E – Voting Trust Agreement (previously filed)
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is true, complete and
correct.
Dated: February
1, 2010
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MAK
CAPITAL ONE L.L.C.
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By: /s/ Michael
A. Kaufman
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Michael
A. Kaufman,
Managing
Member
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MAK
CAPITAL FUND LP
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By: MAK
GP LLC, general partner
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By: /s/ Michael
A. Kaufman
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Michael
A. Kaufman,
Managing
Member
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/s/ Michael
A. Kaufman
Michael
A. Kaufman
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PALOMA
INTERNATIONAL L.P.
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By: Paloma
Partners Company L.L.C., general partner
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By: /s/ Michael
J. Berner
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Michael
J. Berner,
Vice
President
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S.
DONALD SUSSMAN
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By: /s/ Michael
J. Berner
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Michael
J. Berner,
Attorney-in-Fact
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EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Michael J. Berner and
Douglas W. Ambrose as the undersigned’s true and lawful authorized
representative, attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States Securities and Exchange Commission and any other authority or
party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and
any amendments thereto, in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated
thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments
thereto, on behalf of the undersigned in accordance with Section 13 of the 1934
Act and the rules promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned’s responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of May 9, 2006.
/s/ S. Donald
Sussman
ACKNOWLEDGEMENT
IN NEW YORK STATE
STATE
OF CONNECTICUT, COUNTY OF FAIRFIELD ss.:
On May 9, 2006, before me, the
undersigned personally appeared, S. Donald Sussman, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
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/s/ Diane
R. Erickson
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Diane R. Erickson, Notary Public
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(signature
and office of individual taking
acknowledgement)
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