AGILYSYS INC — Director's Dealing 2004

Sep 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2004-09-13

Reporting Person: BAYMAN JAMES L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-13	Contract	$	J	1	Acquired		Common shares (200000)	Direct

Footnotes

F1: On September 13, 2004, the reporting person entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 200,000 Common Shares. Under the VPF Agreement, on September 13, 2004 (the "Trade Date"), the reporting person has agreed to sell the Common Shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on September 13, 2006 (the number of Common Shares with respect to which settlement relates being the "Base Amount"). The reporting person will receive a prepayment from the Buyer in the amount of $2,873,060.00 within 3 business days after the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes.

F2: On the settlement date, the reporting person, unless he has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of Common Shares equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in the amount equal to the value of any fractional Common Share not delivered as a result of such rounding. In lieu of delivering Common Shares, the reporting person may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 3 below.

F3: If the "Settlement Price" (a market-based price as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). This transaction has an Upside Limit of $19.6327 and a Hedged Value of $16.3606.