AGILYSYS INC - Major Shareholding Notification 2009

SC 13D/A 1 sc13da806297053_11182009.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D sc13da806297053_11182009.htm Licensed to: Olshan Document Created using EDGARizer 5.1.3.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8) 1

Agilysys, Inc.

(Name of Issuer)

Common Stock , no par value

(Title of Class of Securities)

00847J105

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 16, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

1 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 ).

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND
LTD | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 989,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 989,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 989,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND
LTD | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 249,687 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 249,687 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,687 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RCG
PB, LTD | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 1,028,314 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,028,314 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,028,314 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RAMIUS ADVISORS ,
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,278,001 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,278,001 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,278,001 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RCG STARBOARD ADVISORS,
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 989,812 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 989,812 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 989,812 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RAMIUS
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,267,813 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 2,267,813 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON COWEN GROUP ,
INC. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,267,813 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 2,267,813 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON RCG HOLDINGS LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,267,813 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 2,267,813 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON C4S
& CO., L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,267,813 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 2,267,813 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON PETER A. COHEN | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER -
0 - |
| | 8 | SHARED
VOTING POWER 2,267,813 |
| | 9 | SOLE
DISPOSITIVE POWER -
0 - |
| | 10 | SHARED
DISPOSITIVE POWER 2,267,813 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON MORGAN B. STARK | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER -
0 - |
| | 8 | SHARED
VOTING POWER 2,267,813 |
| | 9 | SOLE
DISPOSITIVE POWER -
0 - |
| | 10 | SHARED
DISPOSITIVE POWER 2,267,813 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON JEFFREY M. SOLOMON | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER -
0 - |
| | 8 | SHARED
VOTING POWER 2,267,813 |
| | 9 | SOLE
DISPOSITIVE POWER -
0 - |
| | 10 | SHARED
DISPOSITIVE POWER 2,267,813 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

CUSIP NO. 00847J105

| 1 | NAME
OF REPORTING PERSON THOMAS W. STRAUSS | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER -
0 - |
| | 8 | SHARED
VOTING POWER 2,267,813 |
| | 9 | SOLE
DISPOSITIVE POWER -
0 - |
| | 10 | SHARED
DISPOSITIVE POWER 2,267,813 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,267,813 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

CUSIP NO. 00847J105

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). In addition to disclosing a 1% change in ownership by the Reporting Persons, this Amendment No. 8 amends the Schedule 13D to reflect the transactions consummated on November 2, 2009 pursuant to that certain Transaction Agreement and Agreement and Plan of Merger, dated June 3, 2009, by and among Cowen Group, Inc., Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.), Lexington Merger Corp., Ramius LLC (f/k/a Park Exchange LLC) and RCG Holdings LLC whereby Ramius LLC, a wholly owned subsidiary of Cowen Group, Inc., acquired substantially all of the assets and assumed substantially all of the liabilities of RCG Holdings LLC. Accordingly, Cowen Group, Inc. and RCG Holdings LLC are hereby added as Reporting Persons and Items 2, 3, 5, 6 and 7 of the Schedule 13D are hereby amended and restated as set forth herein.

ITEM 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i) Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;

(ii) Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;

(iii) RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;

(iv) Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund and RCG PB;

(v) RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;

(vi) Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;

(vii) Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;

(viii) RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is the majority shareholder of Cowen;

(ix) C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;

(x) Peter A. Cohen, who serves as one of the managing members of C4S;

(xi) Morgan B. Stark, who serves as one of the managing members of C4S;

(xii) Thomas W. Strauss, who serves as one of the managing members of C4S; and

(xiii) Jeffrey M. Solomon, who serves as one of the managing members of C4S.

CUSIP NO. 00847J105

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, 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 each 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. The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2. The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2. The officers and directors of RCG PB and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2. The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2.

(c) The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB is serving as a private investment fund. Value and Opportunity Master Fund 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. Each of Enterprise Master Fund and RCG PB have been formed for the purpose of making equity and debt investments. The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund. The principal business of Ramius Advisors is acting as the investment advisor 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 each of RCG Starboard Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is the majority shareholder of Cowen. C4S serves as managing member of RCG Holdings. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.

(d) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.

CUSIP NO. 00847J105

ITEM 3. Source and Amount of Funds or Other Consideration .

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 2,267,813 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund is approximately $19,143,000, excluding brokerage commissions.

ITEM 5. Interest in Securities of the Issuer .

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 23,031,119 Shares outstanding, as of October 30, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2009.

A. Value and Opportunity Master Fund

(a) As of the close of business on November 17, 2009, Value and Opportunity Master Fund beneficially owned 989,812 Shares.

Percentage: Approximately 4.3%

(b) 1. Sole power to vote or direct vote: 989,812

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 989,812
Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

B. RCG PB

(a) As of the close of business on November 17, 2009, RCG PB beneficially owned 1,028,314 Shares.

Percentage: 4.5%

(b) 1. Sole power to vote or direct vote: 1,028,314

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 1,028,314
Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by RCG PB since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 00847J105

C. Enterprise Master Fund

(a) As of the close of business on November 17, 2009, Enterprise Master Fund beneficially owned 249,687 Shares.

Percentage: 1.1%

(b) 1. Sole power to vote or direct vote: 249,687

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 249,687
Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

D. RCG Starboard Advisors

(a) RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 989,812 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 4.3%

(b) 1. Sole power to vote or direct vote: 989,812

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 989,812
Shared power to dispose or direct the disposition: 0

(c) RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares on behalf of Value and Opportunity Master Fund are set forth on Schedule A and are incorporated by reference.

E. Ramius Advisors

(a) Ramius Advisors, as the investment advisor of each of Enterprise Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 249,687 Shares owned by Enterprise Master Fund and (ii) 1,028,314 Shares owned by RCG PB.

Percentage: 5.5%.

(b) 1. Sole power to vote or direct vote: 1,278,001

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 1,278,001
Shared power to dispose or direct the disposition: 0

(c) Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and RCG PB since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 00847J105

F. Ramius

(a) Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 989,812 Shares owned by Value and Opportunity Master Fund, (ii) 1,028,314 Shares owned by RCG PB and (iii) 249,687 Shares owned by Enterprise Master Fund.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 2,267,813

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 2,267,813
Shared power to dispose or direct the disposition: 0

(c) Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

G. Cowen

(a) Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 989,812 Shares owned by Value and Opportunity Master Fund, (ii) 1,028,314 Shares owned by RCG PB and (iii) 249,687 Shares owned by Enterprise Master Fund.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 2,267,813

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 2,267,813
Shared power to dispose or direct the disposition: 0

(c) Cowen did not enter into any transactions in the Shares during the past 60 days. The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

H. RCG Holdings

(a) RCG Holdings, as the majority shareholder of Cowen, may be deemed the beneficial owner of the (i) 989,812 Shares owned by Value and Opportunity Master Fund, (ii) 1,028,314 Shares owned by RCG PB and (iii) 249,687 Shares owned by Enterprise Master Fund.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 2,267,813

Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 2,267,813
Shared power to dispose or direct the disposition: 0

CUSIP NO. 00847J105

(c) RCG Holdings did not enter into any transactions in the Shares during the past 60 days. The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

I. C4S

(a) C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 989,812 Shares owned by Value and Opportunity Master Fund, (ii) 1,028,314 Shares owned by RCG PB and (iii) 249,687 Shares owned by Enterprise Master Fund.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 2,267,813
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 2,267,813

(c) C4S did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

J. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

(a) Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 989,812 Shares owned by Value and Opportunity Master Fund, (ii) 1,028,314 Shares owned by RCG PB and (iii) 249,687 Shares owned by Enterprise Master Fund.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 2,267,813
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 2,267,813

(c) None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e) Not applicable.

CUSIP NO. 00847J105

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

Item 6 is hereby amended to add the following:

On November 18, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

ITEM 7. Material to be Filed as Exhibits .

Item 7 is hereby amended to add the following exhibit:

99.1 Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated November 18, 2009.

CUSIP NO. 00847J105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 18, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: RCG Starboard Advisors, LLC, its investment manager RCG PB, LTD By: Ramius Advisors, LLC, its investment advisor RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor RCG STARBOARD ADVISORS, LLC By: Ramius LLC, its sole member RAMIUS ADVISORS, LLC By: Ramius LLC, its sole member RAMIUS LLC By: Cowen Group, Inc., its sole member COWEN GROUP, INC. RCG HOLDINGS LLC By: C4S & Co., L.L.C., its managing member C4S & CO., L.L.C.

By:
Name:	Jeffrey
M. Solomon
Title:	Authorized
Signatory

| /s/
Jeffrey M. Solomon |
| --- |
| JEFFREY
M. SOLOMON |
| Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas
W. Strauss |

CUSIP NO. 00847J105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 7 to the Schedule 13D

Shares of Common Stock Sold Price Per Share($) Date of Sale

| RAMIUS VALUE AND OPPORTUNITY MASTER FUND
LTD — 1,441 | 7.1552 | 10/07/09 |
| --- | --- | --- |
| 5,937 | 7.1540 | 10/07/09 |
| 2,017 | 7.2295 | 10/08/09 |
| 9,778 | 7.2193 | 10/08/09 |
| 2,965 | 7.1607 | 10/09/09 |
| 7,537 | 7.1940 | 10/09/09 |
| 8,907 | 7.2331 | 10/12/09 |
| 7,076 | 7.2353 | 10/14/09 |
| 18,502 | 7.4630 | 10/14/09 |
| 1,004 | 7.4470 | 10/15/09 |
| 6,991 | 7.3793 | 10/15/09 |
| 1 | 7.3500 | 10/16/09 |
| 4,400 | 7.3551 | 11/09/09 |
| 4,976 | 7.3571 | 11/09/09 |
| 87 | 7.3500 | 11/10/09 |
| 1,659 | 7.1453 | 11/11/09 |
| 2,707 | 7.2125 | 11/11/09 |
| 750 | 8.1097 | 11/13/09 |
| 10,870 | 8.0218 | 11/13/09 |
| 174 | 8.0423 | 11/16/09 |
| 3,606 | 8.0065 | 11/16/09 |

RCG PB, LTD — 1,496	7.1552	10/07/09
6,166	7.1540	10/07/09
2,094	7.2295	10/08/09
10,156	7.2193	10/08/09
3,080	7.1607	10/09/09
7,829	7.1940	10/09/09
9,252	7.2331	10/12/09
7,350	7.2353	10/14/09
19,217	7.4630	10/14/09
1,043	7.4470	10/15/09
7,261	7.3793	10/15/09
1	7.3500	10/16/09
4,571	7.3551	11/09/09
5,168	7.3571	11/09/09
91	7.3500	11/10/09

CUSIP NO. 00847J105

1,723	7.1453	11/11/09
2,812	7.2125	11/11/09
767	8.1097	11/13/09
11,117	8.0218	11/13/09
178	8.0423	11/16/09
3,688	8.0065	11/16/09

RAMIUS ENTERPRISE MASTER FUND LTD

363	7.1552	10/07/09
1,497	7.1540	10/07/09
509	7.2295	10/08/09
2,466	7.2193	10/08/09
748	7.1607	10/09/09
1,901	7.1940	10/09/09
2,247	7.2331	10/12/09
1,785	7.2353	10/14/09
4,667	7.4630	10/14/09
253	7.4470	10/15/09
1,763	7.3793	10/15/09
1	7.3500	10/16/09
1,110	7.3551	11/09/09
1,255	7.3571	11/09/09
22	7.3500	11/10/09
418	7.1453	11/11/09
683	7.2125	11/11/09
188	8.1097	11/13/09
2,718	8.0218	11/13/09
43	8.0423	11/16/09
901	8.0065	11/16/09

CUSIP NO. 00847J105

SCHEDULE B

Directors and Officers of Ramius Value and Opportunity Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Jeffrey
M. Solomon Director	Chairman
of the Investment
Committee of Cowen
Group, Inc.	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Mark
R. Mitchell Director	Partner
Managing Director of Ramius LLC	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
CFS
Company Ltd. Director	Nominee
Company registered with Cayman
Islands Monetary Authority and
is affiliated with Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands
CSS
Corporation Ltd. Secretary	Affiliate
of the Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands

CUSIP NO. 00847J105

SCHEDULE C

Directors and Officers of Ramius Enterprise Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Morgan
B. Stark Director	Chief
Executive Officer and President
of Ramius LLC	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Marran
Ogilvie Director	Partner
Managing Director of Ramius
LLC	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
CFS
Company Ltd. Director	Nominee
Company registered with Cayman
Islands Monetary Authority and is
affiliated with Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands
CSS
Corporation Ltd. Secretary	Affiliate
of the Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands

CUSIP NO. 00847J105

SCHEDULE D

Directors and Officers of RCG PB, Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Morgan
B. Stark Director	Chief
Executive Officer and President
of Ramius LLC	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Marran
Ogilvie Director	Partner
Managing Director of
Ramius LLC	599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
CFS
Company Ltd. Director	Nominee
Company registered with Cayman
Islands Monetary Authority and
is affiliated with Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands
CSS
Corporation Ltd. Secretary	Affiliate
of the Administrator of the Fund	c/o
Citco Fund Services (Cayman Islands) Limited Corporate
Center West
Bay Road Grand
Cayman, Cayman Islands British
West Indies	Cayman
Islands

CUSIP NO. 00847J105

SCHEDULE E

Directors and Officers of Cowen Group, Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Peter
A. Cohen Chairman
of the Board and Chief Executive Officer	Chairman
of the Board and Chief
Executive Officer of Cowen Group, Inc.	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Jules
B. Kroll Director	President
of JEMKroll Group	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
David
M. Malcolm Director	President
and Chief Executive Officer of
Cowen and Company	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Jerome
S. Markowitz Director	Senior
Partner at Conifer Securities LLC	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Jack
H. Nusbaum Director	Chairman
of Willkie Farr & Gallagher LLP	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
L.
Thomas Richards, M.D. Director	Physician,
UCSF Medical Center	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Edoardo
Spezzotti Director	Senior
Executive Vice President of Unicredit
Group	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	Italy
John
E. Toffolon, Jr. Lead
Director	Director,
Westway Group, Inc.	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Charles
W.B. Wardell, III Director	Senior
Client Partner at Korn/Ferry	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Christopher
A. White Chief
Financial Officer	Chief
Financial Officer of Cowen Group, Inc.	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States
Joseph
R. Wright Director	Chief
Executive Officer and Director of
Scientific Games Corporation	c/o
Cowen Group, Inc. 599
Lexington Avenue 20th
Floor New
York, New York 10022	United
States

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AGILYSYS INC Major Shareholding Notification 2009

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AGILYSYS INC — Major Shareholding Notification 2009

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AGILYSYS INC Major Shareholding Notification 2009