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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
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AGILYSYS INC (Name of Issuer) |
Common Stock, without par value (Title of Class of Securities) |
00847J105 (CUSIP Number) |
David N. Smith, COO MAK Capital One L.L.C., 590 Madison Avenue, 31st Floor New York, NY, 10022 212-486-3291 Howard M. Berkower, Esq. McCarter & English, LLP, 250 West 55th Street, 13th Floor New York, NY, 10019 212-609-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/22/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 00847J105 |
| 1 |
Name of reporting person
MAK CAPITAL FUND LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,192,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 00847J105 |
| 1 |
Name of reporting person
MAK CAPITAL ONE L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,192,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 00847J105 |
| 1 |
Name of reporting person
MICHAEL A. KAUFMAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,202,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 00847J105 |
| 1 |
Name of reporting person
KAUFMAN 2012 DESCENDANTS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
225,384.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, without par value | |
| (b) | Name of Issuer:
AGILYSYS INC | |
| (c) | Address of Issuer's Principal Executive Offices:
3655 Brookside Parkway, Suite 300, Alpharetta,
GEORGIA
, 30022. | |
Item 1 Comment:
This statement is filed with respect to the shares of the common stock, without par value (the "Shares"), of Agilysys, Inc., a Delaware corporation (the "Issuer"), beneficially owned by the Reporting Persons (as defined below) and amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on July 1, 2008, as amended, including most recently amended by Amendment No. 25 thereto filed with the SEC on June 20, 2024 ("Amendment 25," and collectively as so amended through Amendment 25, 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 Fund LP, a Bermuda Islands limited partnership ("MAK Fund"), MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"), Michael A. Kaufman, a United States citizen ("Mr. Kaufman") and Kaufman 2012 Descendants Trust, David N. Smith Trustee ("Kaufman Trust" and collectively with MAK Fund, MAK Capital and Mr. Kaufman, the "Reporting Persons"). | ||
| Item 2. | Identity and Background | |
| (a) | David N. Smith ("Mr. Smith") is the sole trustee of the Kaufman Trust. | |
| (b) | Mr. Smith's business address is 590 Madison Avenue, 31st Floor, New York, NY 10022 | |
| (c) | Mr. Smith's principal occupation is to serve as the Chief Operating Officer and Managing Director of MAK Capital. | |
| (d) | None. | |
| (e) | None. | |
| (f) | United States | |
| Item 4. | Purpose of Transaction | |
The sale of Shares reported on Schedule A hereto were pursuant to a trading plan adopted on September 10, 2024 by the Kaufman Trust with Fidelity Brokerage Services LLC ("10b5-1 Trading Plan") intended to satisfy the affirmative defense set forth in Rule 10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, to sell up to 112,692 Shares in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended. The 10b5-1 Trading Plan was completed on January 24, 2025 and there will be no further sales of Shares under the 10b5-1 Trading Plan. A form of the 10b5-1 Trading Plan is Exhibit 1 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The ownership percentages are calculated based on 27,963,988 Shares of the Issuer outstanding as of January 17, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the SEC on January 21, 2025.
As of January 21, 2025:
Each of MAK Fund and MAK Capital beneficially owns 1,192,730 Shares, representing 4.3% of the outstanding Shares;
Mr. Kaufman may be deemed to beneficially owns 1,202,310 Shares (inclusive of the 1,192,730 Shares noted immediately above), representing 5.1% of the outstanding Shares; and
Kaufman Trust beneficially owns 225,384 Shares, representing 0.8% of the outstanding Shares. | |
| (b) | Each of the MAK Fund, MAK Capital and Mr. Kaufman share voting power and investment power with respect to the 1,192,730 Shares which include the 327,600 Shares subject to the Collar (see the second paragraph to Item 6). Mr. Kaufman disclaims beneficial ownership with respect to the Shares held by the Kaufman Trust. Mr. Kaufman has sole share voting power and investment power with respect to 9,580 Shares. Mr. Smith disclaims beneficial ownership withrespect to the Shares beneficially owned by MAK FUND, MAK Capital andMr. Kaufman. The information contained in rows 7 to 11 on each of the cover pages is incorporated by reference in its entirety. | |
| (c) | The transactions effected by the Reporting Persons under the 10b5-1 Trading Plan during the last 60 days are set forth below:
Date Sold 2025 Shares Sold Price per Share
January 2 7,500 $130.55
January 3 7,500 $132.66
January 6 7,500 $130.34
January 7 7,500 $128.57
January 8 7,500 $132.04
January 10 7,500 $130.29
January 13 7,500 $126.26
January 14 7,500 $128.81
January 15 7,500 $132.98
January 16 7,500 $133.71
January 17 7,500 $128.17
January 21 7,500 $125.49
January 22 7,500 $100.17
January 23 7,500 $96.68
January 24 7,692 $93.10
In addition, during the last 60 days the Reporting Persons entered into the Collar. The information contained in the second paragraph of Item 6 is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Item 4 is incorporated herein by reference.
On December 3, 2024, MAK Capital on behalf of MAK Fund entered into a "zero cost collar" arrangement ("Collar") with Goldman Sachs & Co. LLC relating to 327,600 Shares. Pursuant to the Collar, MAK Capital wrote European call options and purchased European put options which options have the same expiration date. Only one of such options can be in-the money on the expiration date. On that date, the Collar is expected to be physically settled by delivery of Shares unless MAK Capital elects to pay cash to settle its obligations, if any, under the Collar. The Reporting Persons retain beneficial ownership of the 327,600 Shares. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Form of Rule 10b5-1 Transaction Plan dated September 10, 2024 between MAK Capital One L.L.C. and Fidelity Brokerage Services LLC. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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