AGILYSYS INC — Major Shareholding Notification 2010

Oct 14, 2010

SC 13D/A 1 v198969_sc-13da.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

---

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

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

§ 240.13d-2(a)

(Amendment No. 12)*

| Agilysys,
Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock, without par value |
| (Title
of Class of Securities) |
| 00847J105 |
| (CUSIP
Number) |
| Howard
M. Berkower, Esq. McCarter
& English, LLP 245
Park Avenue New
York, New York 10167 (212)
609-6800 |
| (Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| October
13, 2010 |
| (Date
of Event Which Requires Filing of this
Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.: 00847J105

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | MAK
Capital One L.L.C. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS |
| | WC |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 6,921,608 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 6,921,608 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON |
| | 6,921,608 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 30.08% |
| 14. | TYPE
OF REPORTING PERSON 00 |

CUSIP NO.: 00847J105

| 1 . | NAME
OF REPORTING PERSONS |
| --- | --- |
| | Michael
A. Kaufman |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS AF |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 6,921,608 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 6,921,608 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON |
| | 6,921,608 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 30.08% |
| 14. | TYPE
OF REPORTING PERSON IN |

CUSIP NO.: 00847J105

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | MAK
Capital Fund LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS |
| | WC |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) |
| | o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Bermuda |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 5,149,322 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 5,149,322 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,149,322 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 22.38% |
| 14. | TYPE
OF REPORTING PERSON |
| | PN |

CUSIP NO.: 00847J105

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | R.
Andrew Cueva |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS AF |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 5,149,322 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 5,149,322 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON |
| | 5,149,322 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 22.38% |
| 14. | TYPE
OF REPORTING PERSON IN |

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | Paloma
International L.P. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS |
| | WC |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) |
| | o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 1,772,286 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 1,772,286 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,772,286 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.7% |
| 14. | TYPE
OF REPORTING PERSON |
| | PN |

| 1 . | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | S.
Donald Sussman |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x (b) o |
| 3. | SEC
USE ONLY |
| 4. | SOURCE
OF FUNDS |
| | AF |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) |
| | o |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 7. | SOLE
VOTING POWER |
| | 0 |
| 8. | SHARED
VOTING POWER |
| | 1,772,286 |
| 9. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 10. | SHARED
DISPOSITIVE POWER |
| | 1,772,286 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,772,286 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.7% |
| 14. | TYPE
OF REPORTING PERSON |
| | IN |

This statement is filed with respect to the shares of the common stock, without par value (the "Common Stock"), of Agilysys, Inc. (the "Issuer"), beneficially owned by the Reporting Persons (as defined below) as of October 13, 2010 and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on July 1, 2008, as previously amended (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified.

The names of the persons filing this statement on Schedule 13D are: MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”), MAK Capital Fund LP, a Bermuda limited partnership (“MAK Fund”), Michael A. Kaufman, a United States citizen (“Mr. Kaufman”), Paloma International L.P., a Delaware limited partnership ("Paloma"), S. Donald Sussman, a United States citizen (“Mr. Sussman”) and R. Andrew Cueva, a United States citizen (“Mr. Cueva” and, collectively with MAK Capital, MAK Fund, Mr. Kaufman, Paloma and Mr. Sussman, the "Reporting Persons").

The Reporting Persons collectively beneficially own 6,921,608 shares of Common Stock representing 30.08% of the outstanding shares of Common Stock. MAK Fund individually owns 5,149,322 shares of Common Stock representing 22.38% of the outstanding shares of Common Stock. Paloma individually owns 1,772,286 shares of Common Stock representing 7.7% of the outstanding shares of Common Stock. Paloma holds its shares of Common Stock through its subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership. This amendment is being filed, among other things, to report the acquisition of additional shares of Common Stock.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Since the filing of the last Schedule 13D amendment on October 6, 2010, MAK Fund acquired an aggregate of 230,155 shares of Common Stock for an aggregate purchase price of $1,650,663.17, which was funded from its working capital.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of Schedule 13D is supplemented by the following:

As previously reported in a Schedule 13D amendment filed with the Securities and Exchange Commission on September 1, 2010, MAK Fund has entered into an agreement, designed to satisfy the requirements of Rule 10b5-1 of the Act, to purchase additional shares of Common Stock. The Purchase Agreement dated August 12, 2010 (the “Rule 10b5-1 Purchase Agreement”) between MAK Fund and Goldman, Sachs & Co. (the “Broker”) was attached as Exhibit D to the Schedule 13D amendment filed on September 1, 2010. The Rule 10b5-1 Purchase Agreement authorizes the Broker to purchase on behalf of MAK Fund, in the open market or through privately negotiated transactions, during the period commencing one day following the closing of the Issuer’s open window period and ending February 17, 2011 (the “Purchase Period”), up to 1,600,000 shares of Common Stock based on market conditions. The Rule 10b5-1 Purchase Agreement shall be terminated upon the earliest of the date on which (i) an aggregate of 1,600,000 shares of Common Stock has been acquired pursuant to the Rule 10b5-1 Purchase Agreement, (ii) the Purchase Period ends, (iii) a public announcement is made with respect to certain events involving the Issuer, and (iv) the Broker’s receipt of written notice of termination from MAK Fund. As of the close of business on October 13, 2010, MAK Fund has purchased in the aggregate 1,464,674 shares of Common Stock pursuant to the Rule 10b5-1 Purchase Agreement.

Shares of Common Stock acquired by MAK Fund which, when added to the other shares of Common Stock beneficially owned by the Reporting Persons represent more than 19.99% of the then outstanding Common Stock, will be transferred, pursuant to that certain Voting Trust Agreement dated as of December 31, 2009 (the “Voting Trust Agreement”) with Computershare Trust Company, N.A., a national banking association (“CTC”), into a voting trust of which CTC will be the trustee.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The Reporting Persons beneficially own:

The Reporting Persons collectively beneficially own 6,921,608 shares of Common Stock representing 30.08% percent of the outstanding shares of Common Stock. The ownership calculation has been based on the 23,011,111 shares of Common Stock outstanding as of July 30, 2010 as reported in the Quarterly Report on Form 10-Q, which was filed by the Issuer with the Securities and Exchange Commission on August 9, 2010.

MAK Fund individually owns 5,149,322 shares of Common Stock representing 22.38% of the outstanding shares of Common Stock.

Paloma individually owns 1,772,286 shares of Common Stock representing 7.7% of the outstanding shares of Common Stock. Paloma holds its shares of Common Stock through its subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership.

(b) MAK Capital, MAK Fund, Mr. Kaufman and Mr. Cueva have shared power to vote or direct the vote of the 5,149,322 shares of Common Stock owned by MAK Fund.

Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 1,772,286 shares of Common Stock owned by Paloma.

MAK Capital, MAK Fund, Mr. Kaufman and Mr. Cueva have shared power to dispose or direct the disposition of the 5,149,322 shares of Common Stock owned by MAK Fund.

Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 1,772,286 shares of Common Stock owned by Paloma.

(c) Since the filing of the last Schedule 13D amendment on October 6, 2010, MAK Fund acquired an aggregate of 230,155 shares of Common Stock for an aggregate purchase price of $1,650,663.17, which was funded from its working capital. A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons since the last Schedule 13D amendment is attached hereto as Exhibit B.

(d) Not applicable.

(e) Not applicable.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Exhibit A –Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons’ Schedule 13D/A filed on August 10, 2010).

Exhibit B – List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons since the filing of the last Schedule 13D amendment on September 1, 2010.

Exhibit C – Power of Attorney executed May 9, 2006 by S. Donald Sussman (incorporated by reference to Exhibit C to the Reporting Persons’ Schedule 13D/A filed on February 1, 2010).

Exhibit D – Rule10b5-1 Purchase Agreement (incorporated by reference to Exhibit D to the Reporting Persons’ Schedule 13D/A filed on September 1, 2010).

Exhibit E – Voting Trust Agreement (incorporated by reference to Exhibit E to the Reporting Persons’ Schedule 13D/A filed on January 5, 2010)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certify that the information with respect to it set forth in this statement is true, complete and correct.

Date: October 13, 2010

| MAK
CAPITAL ONE L.L.C. | |
| --- | --- |
| By: | |
| | Michael
A. Kaufman, |
| | Managing
Member |
| MAK
CAPITAL FUND LP | |
| By: | MAK
GP LLC, general partner |
| By: | /s/ Michael A. Kaufman |
| | Michael
A. Kaufman, |
| | Managing
Member |
| By: | /s/ Michael A. Kaufman |
| | Michael A. Kaufman |
| PALOMA
INTERNATIONAL L.P. | |
| By: | Paloma
Partners Company L.L.C., general partner |
| By: | /s/ Michael J. Berner |
| | Michael
J. Berner |
| | Vice
President |
| S.
DONALD SUSSMAN | |
| By: | /s/ Michael J. Berner,
Attorney-in-Fact |
| | Michael
J. Berner, Attorney-in-Fact |
| /s/ R. Andrew Cueva | |
| R.
ANDREW CUEVA | |

EXHIBIT B

TRANSACTIONS OCCURRING ON AND AFTER OCTOBER 6, 2010

The following transactions were effected by MAK Capital Fund LP subsequent to the transactions reported in the Schedule 13D amendment filed with the Securities and Exchange Commission on October 6, 2010:

| Date | Security | Amount
of Shs. Bought
(Sold) | Approx.
Price per Share
(excl. of Commissions) |
| --- | --- | --- | --- |
| 10/06/10 | Common | 43,404 A | $7.1565 1 |
| 10/07/10 | Common | 45,147 A | $7.1820 2 |
| 10/08/10 | Common | 39,390 A | $7.1356 3 |
| 10/11/10 | Common | 45,608 A | $7.1616 4 |
| 10/12/10 | Common | 33,170 A | $7.1926 5 |
| 10/13/10 | Common | 23,436 A | $7.2332 6 |

The above transactions were effected on the open market.

A The purchases were made pursuant to the Rule 10b5-1 Purchase Agreement. These shares were purchased in multiple transactions on the open market. The Reporting Person undertakes to provide Agilysys, Inc., any security holder of Agilysys, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate purchase price within the range set forth herein.

1 Weighted Average Price, prices ranged from $6.94 to $7.24 per share.

2 Weighted Average Price, prices range from $7.02 to $7.24 per share.

3 Weighted Average Price, prices range from $7.01 to $7.24 per share.

4 Weighted Average Price, prices range from $7.09 to $7.24 per share.

5 Weighted Average Price, prices range from $6.97 to $7.24 per share.

6 Weighted Average Price, prices range from $7.16 to $7.24 per share.