sc13da506297053_10082008.htm

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned. This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

Since the filing of Amendment No. 3:

(i) Starboard has changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”); and

(ii) RCG Enterprise has changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”).

RCG PB, Ltd., a Cayman Islands exempted company (“RCG PB”), is hereby added as a member of the Section 13(d) group and as a Reporting Person. The principal office of RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Corproate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The officers and directors of RCG PB and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2. The principal business of RCG PB is serving as a private investment fund.

As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), serves as the investment advisor of each of Enterprise Master Fund and RCG PB. Accordingly, Ramius Advisors is hereby added as a member of the Section 13(d) group as a Reporting Person. The address of the principal office of Ramius Advisors is 599 Lexington Avenue, 20th Floor, New York, New York 10022. The principal business of Ramius Advisors is acting as the investment advisor of each of Enterprise Master Fund and RCG PB. Ramius is the sole member of Ramius Advisors.

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

No Reporting Person, nor any person listed on Schedule B, 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.

The first paragraph of Item 3 is hereby amended and restated as follows:

The Shares purchased by Value and Opportunity Master Fund, Parche and RCG PB 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 2,942,994 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Parche and RCG PB is approximately $28,804,197, excluding brokerage commissions.

CUSIP NO. 00847J105

Item 4 is hereby amended to add the following:

On October 10, 2008, RCG Starboard Advisors delivered a letter to the Chairman, President and Chief Executive Officer of the Issuer expressing disappointment with the timing and content of the Issuer’s earnings pre-announcement on October 2, 2008 and with the Issuer’s failure to provide any update on its previously announced strategic alternatives review process. RCG Starboard Advisors was also critical of the Issuer’s Board of Directors (the “Board”) for creating undue uncertainty and significant unwarranted risk to shareholders, in breach of their fiduciary duties, in this time of market turmoil when transparency and stability are crucial.

In the letter, RCG Starboard Advisors reiterated its belief that the Issuer is significantly undervalued and is in need of real structural changes in order to remedy the Issuer’s valuation discrepancy and provide the best risk-adjusted outcome to shareholders. RCG Starboard Advisors also stated in the letter that its market intelligence leads it to believe that buyers remain interested in the Issuer, even given the weak operating environment and tightening credit markets, and that RCG Starboard Advisors is convinced that there exists a unique opportunity to unlock significant shareholder value by pursuing either a sale of the entire Issuer in one transaction or a sale of the Issuer’s parts.

RCG Starboard Advisors stated in the letter that in the event the Board is presented with one or more offers to acquire the Issuer, RCG Starboard Advisors urges the Board to negotiate the best possible price, sign a definitive merger agreement and let shareholders vote to decide whether the merger consideration is acceptable and in shareholders’ best interests.

RCG Starboard Advisors further stated in the letter that in the event the strategic process does not result in a sale, it intends to fully exercise its rights as shareholders in seeking changes to the current composition of the Issuer’s Board to ensure the Issuer pursues initiatives that are in the best interest of all shareholders. RCG Starboard Advisors has nominated three individuals for election to the Issuer’s Board at the 2008 Annual Meeting and urged the Board in the letter to take all steps necessary and within its power to finalize and file the Issuer’s Annual Report on Form 10-K as soon as reasonably practicable so that the Issuer can hold its 2008 Annual Meeting without further delay.

The letter also highlighted RCG Starboard Advisors’ valuation methodology to demonstrate the potential value creation opportunity and to address the vast discrepancy between the Issuer’s public market valuation and fair value. A copy of the letter is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Item 5 is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 23,527,077 Shares outstanding, as of January 24, 2008, 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 February 7, 2008.

A.	Value and Opportunity Master Fund

(a)

As of the close of business on October 9, 2008, Value and Opportunity Master Fund beneficially owned 2,342,130 Shares.

Percentage: Approximately 10.0%.

(b)

1. Sole power to vote or direct vote: 2,342,130

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,342,130

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference.

Parche

(a)

As of the close of business on October 9, 2008, Parche beneficially owned 323,761 Shares.

Percentage: Approximately 1.4%.

(b) 1. Sole power to vote or direct vote: 323,761

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 323,761

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Parche in the past 60 days are set forth in Schedule A and are incorporated by reference.

RCG PB

(a)

As of the close of business on October 9, 2008, RCG PB beneficially owned 277,103 Shares.

Percentage: Approximately 1.2%.

CUSIP NO. 00847J105

(b)

1. Sole power to vote or direct vote: 277,103

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 277,103

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by RCG PB in the past 60 days are set forth in Schedule A and are incorporated by reference.

D.	Enterprise Master Fund

(a)

As the sole non-managing member of Parche and owner of all economic interest therein, Enterprise Master Fund is be deemed the beneficial owner of the 323,761 Shares owned by Parche.

Percentage: Approximately 1.4%.

(b)

1. Sole power to vote or direct vote: 323,761

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 323,761

4. Shared power to dispose or direct the disposition: 0

(c)

Enterprise Master Fund has not has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares by Parche in the past 60 days are set forth in Schedule A and incorporated herein 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) 323,761 Shares owned by Parche and (ii) 277,103 Shares owned by RCG PB.

Percentage: Approximately 2.6%.

(b)

1. Sole power to vote or direct vote: 600,864

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 600,864

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Parche and RCG PB in the past 60 days are set forth in Schedule A and incorporated herein by reference.

F.	RCG Starboard Advisors

(a)

As the investment manager of Value and Opportunity Master Fund and the managing member of Parche, RCG Starboard Advisors is deemed the beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund and (ii) 323,761 Shares owned by Parche.

CUSIP NO. 00847J105

Percentage: Approximately 11.3%.

(b)

1. Sole power to vote or direct vote: 2,665,891

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,665,891

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund and Parche are set forth in Schedule A and are incorporated by reference.

Ramius

(a)

As the sole member of each of RCG Starboard Advisors and Ramius Advisors, Ramius is deemed the beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB.

Percentage: Approximately 12.5%.

(b)

1. Sole power to vote or direct vote: 2,942,994

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,942,994

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.

C4S

(a)

As the managing member of Ramius, C4S is deemed the beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB.

Percentage: Approximately 12.5%.

(b)

1. Sole power to vote or direct vote: 2,942,994

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,942,994

4. Shared power to dispose or direct the disposition: 0

(c)

C4S did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 00847J105

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

(a)

As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon is deemed the beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB.

Percentage: Approximately 12.5%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,942,994

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,942,994

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.

Mr. Mutch

(a)

As of the close of business on October 9, 2008, Mr. Mutch did not directly own any Shares. Mr. Mutch, as a member of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB. Mr. Mutch disclaims beneficial ownership of such Shares.

Percentage: 0%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Mutch has not entered into any transactions in the Shares in the past 60 days.

K.	Mr. Tepedino

(a)

As of the close of business on October 9, 2008, Mr. Tepedino directly owned 7,670 Shares. Mr. Tepedino, as a member of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB. Mr. Tepedino disclaims beneficial ownership of such Shares.

Percentage: Less than 1%.

CUSIP NO. 00847J105

(b)

1. Sole power to vote or direct vote: 7,670

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 7,670

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Tepedino in the past 60 days are set forth in Schedule A and are incorporated by reference.

L.	Mr. Zierick

(a)

As of the close of business on October 9, 2008, Mr. Zierick did not directly own any Shares. Mr. Zierick, as a member of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, is deemed to be a beneficial owner of the (i) 2,342,130 Shares owned by Value and Opportunity Master Fund, (ii) 323,761 Shares owned by Parche and (iii) 277,103 Shares owned by RCG PB. Mr. Zierick disclaims beneficial ownership of such Shares.

Percentage: 0%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Zierick did not enter into any transactions in the Shares during the past 60 days.

(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 of the Common Stock.

(e)

Not applicable.

Item 6 is hereby amended to add the following:

On October 10, 2008, the Reporting Persons entered into an Amended and Restated Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws, (b) the parties agreed to form the group for the purpose of soliciting proxies or written consents for the election of the persons nominated by Starboard to the Issuer's Board at the 2008 Annual Meeting and for the purpose of taking all other actions incidental to the foregoing and (c) Value and Opportunity Master Fund and Parche shall have the right to pre-approve all expenses incurred in connection with the group's activities and agreed to pay directly all such pre-approved expenses on a pro rata basis between Value and Opportunity Master Fund and Parche based on the number of Shares in the aggregate held by each of Value and Opportunity Master Fund and Parche on the date hereof. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

CUSIP NO. 00847J105

Item 7 is hereby amended to include the following exhibits:

	Exhibit 99.1.	Amended and Restated Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Parche, LLC, RCG PB, Ltd., Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John Mutch, James Zierick and Steve Tepedino, dated October 10, 2008.

	Exhibit 99.2	Letter dated October 10, 2008 from RCG Starboard Advisors, LLC to Arthur Rhein, Chairman, President and Chief Executive Officer of Agilysys, Inc.

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: October 10, 2008

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

PARCHE, LLC

By: RCG Starboard Advisors, LLC,

its managing member

RCG PB, LTD.

By: Ramius Advisors, LLC,

its investment manager

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment manager

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: C4S & Co., L.L.C.,

as managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	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, Thomas W. Strauss, John Mutch, James Zierick and Steve Tepedino

CUSIP NO. 00847J105

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock

Purchased / (Sold)

Price Per

Share($)

Date of

Purchase / Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

(25,166)	11.4682	09/15/08
(48,077)	11.0864	09/16/08
40,000	11.8693	09/19/08
8,612	11.8928	09/22/08
24,334	11.9369	09/23/08
19,054	11.7843	09/24/08
44,754	10.1220	09/30/08
18,600	9.5662	10/01/08
130,200	7.4013	10/02/08
648,210	6.9300	10/08/08

PARCHE, LLC

(5,497)	11.4682	09/15/08
(10,503)	11.0864	09/16/08
7,000	11.8693	09/19/08
1,507	11.8928	09/22/08
4,259	11.9369	09/23/08
3,334	11.7843	09/24/08

RCG PB, LTD.

(3,696)	11.4682	09/15/08
(7,061)	11.0864	09/16/08
3,000	11.8693	09/19/08
646	11.8928	09/22/08
1,825	11.9369	09/23/08
1,429	11.7843	09/24/08
3,369	10.1220	09/30/08
1,400	9.5662	10/01/08
9,800	7.4013	10/02/08
48,790	6.9300	10/08/08

CUSIP NO. 00847J105

STEVE TEPEDINO

500	12.7500	08/15/08
500	11.5000	09/15/08
500	11.0000	09/16/08
500	10.5000	09/29/08
1,000	8.9960	10/02/08
3,000	6.9300	10/08/08

CUSIP NO. 00847J105

SCHEDULE B

Directors and Officers of RCG PB, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Morgan B. Stark Director	Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022

Marran Ogilvie Director	Chief Operating Officer of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022

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

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

RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

October 10, 2008

Mr. Arthur Rhein

Agilysys, Inc.

Chairman, President and Chief Executive Officer

2255 Glades Road, Suite 301

Boca Raton, FL 33431

CC: Board of Directors

Dear Art:

As you know, funds managed by RCG Starboard Advisors, LLC, an affiliate of Ramius LLC (collectively, “Ramius”) are one of the largest shareholders of Agilysys, Inc. (“Agilysys” or the “Company”), owning approximately 12.5% of the shares outstanding. We were extremely disappointed with both the timing and content of your earnings pre-announcement, which was filed mid-day on October 2, 2008 in the midst of a market swoon that saw the broader stock market indices decline by over 5%. Although we can understand and appreciate the need to appropriately update shareholders regarding revised expectations for financial performance, we believe the Company did shareholders a disservice by failing to provide any update on the previously announced strategic alternatives review process. In this time of serious market turmoil, letting shareholders know where the strategic evaluation process currently stands is a key factor for any shareholder assessing its investment in the Company. The Company’s previously stated policy that it “intends to disclose developments regarding the strategic evaluation process only if and when the board has approved a specific course of action” is simply not acceptable under the current market conditions. By omitting an update on the process and failing to even acknowledge in the earnings pre-announcement that the process is ongoing, we believe you have created undue uncertainty and significant unwarranted risk to shareholders in breach of your fiduciary duties at a time when transparency and stability are crucial.

Our market intelligence leads us to believe that buyers remain interested in Agilysys, even given the weak operating environment and tightening credit markets, and we remain convinced that there exists a unique opportunity to unlock significant shareholder value by pursuing either a sale of the entire Company in one transaction or a sale of the Company’s parts.

As we have discussed with you at length, Agilysys has underperformed expectations for several quarters. This, in turn, has driven shareholders to lose faith in management’s ability to improve the Company’s operating performance. Such lack of investor confidence is a primary reason that Agilysys remains significantly undervalued. Any attempt to fix the Company’s operations at this point would be “too little, too late” in our opinion and, instead, we believe that real structural changes are now required. Agilysys is currently structured as a conglomerate that includes three distinct businesses with few synergies, different business models, and varying growth rates and profit margins. The heavily bloated corporate cost structure, which currently has a run-rate of more than $40 million per year, is significantly impairing consolidated financial performance and therefore further damaging public market valuation. To remedy this valuation discrepancy and provide shareholders with the best risk-adjusted outcome, management and the Board must promptly and diligently complete the strategic alternatives review process and consummate a sale of the Company, in whole or in part. If sold, we believe Agilysys could be worth between $10.80 and $17.27 per share.

If at the end of the process the Board is presented with one or more offers to acquire the Company, we urge the Board to negotiate the best possible price, sign a definitive merger agreement, and let the shareholder vote decide whether the merger consideration is acceptable and in shareholders’ best interests. Should the process for some reason not culminate in the sale of the Company, we urge the Board to then take all steps necessary and within its power to finalize and file the Company’s Annual Report on Form 10-K as soon as reasonably practicable so that the Company can hold its 2008 annual meeting of shareholders (the “2008 Annual Meeting”) without further delay. We note that the Company typically holds its annual meeting of shareholders in July of each year and that the Company’s Amended Code of Regulations provides that the annual meeting shall be held at 2:00 p.m. on the last Thursday in June if the Board has not otherwise designated a date for the annual meeting to be held. As you know, on June 20, 2008, we submitted a notice letter to the Company nominating three individuals for election to the Agilysys Board of Directors at the 2008 Annual Meeting. Less than a week later, the Company announced that it was establishing a special committee to oversee a strategic evaluation process. We sincerely hope that the special committee is conducting a real process and that the Company’s announcement was not just a hollow public response to our nominations. In the event the Company is not sold, we intend to fully exercise our rights as shareholders in seeking to change the current composition of the Agilysys Board. If elected, our director nominees are committed to pursuing initiatives that are in the best interest of all Agilysys shareholders and to promptly enhancing shareholder value in accordance with their fiduciary duties.

We have included a review of our valuation methodology for Agilysys which we believe demonstrates the potential value creation opportunity and the need to take decisive action to address the vast discrepancy between the public market valuation and fair value.

Hospitality Solutions Group (HSG)

Over the past several years, HSG has become one of the leading technology providers for the worldwide hospitality and food services markets. HSG demonstrated a strong organic growth rate of 17.9% in fiscal year 2008, and our research indicates that the Company’s product portfolio is well positioned to succeed in both domestic and international markets. HSG’s pro-forma, fiscal year 2008 EBITDA margin of approximately 15% and management’s EBITDA margin target of 17% to 19% are comparable to those of the industry leader, Micros Systems Inc.’s (NASDAQ: MCRS) (“Micros”), which has an LTM EBITDA margin of 17.2% and a projected forward EBITDA margin of 17.9%. Given the strong operating performance and attractive growth prospects, we believe HSG should generate strong interest from financial and strategic buyers at multiples significantly higher than where Agilysys trades on a consolidated basis.

	Low			High
Estimated Fiscal Year 2009 HSG Revenue	$	110.0		$	115.0
Assumed EBITDA Margin		15.0	%		19.0	%
Implied EBITDA	$	16.5		$	21.9

Source: Ramius estimates.

Retail Solutions Group (RSG)

RSG is one of the largest technology solution providers for the retail industry. RSG has a blue-chip customer list, a broad solutions offering, and is well positioned for long-term growth. In fiscal year 2008, this segment posted a 48.8% organic revenue growth rate and an adjusted EBITDA margin of 5.8%. Although the EBITDA margin is within management’s target range of 5% to 7%, we urge management to proactively manage the cost structure in order to maintain profitability in this difficult economic environment.

	Low			High
Estimated Fiscal Year 2009 RSG Revenue	$	110.0		$	115.0
Assumed EBITDA Margin		5.0	%		7.0	%
Implied EBITDA	$	5.5		$	8.1

Source: Ramius estimates.

Technology Solutions Group (TSG)

TSG generated fiscal year 2008 revenue of $566.5 million, making it one of the largest national Value-Added Resellers (“VARs”). In fiscal year 2008, TSG reported adjusted EBITDA of $27.8 million, an EBITDA margin of just 4.9%. Based on our analysis below, it appears that, when excluding the results from Innovativ Systems Design (“Innovativ”), which was acquired in 2007, the remaining $371.5 million of TSG revenue was approximately breakeven in 2008.

This is demonstrated by the structure of an amendment to an earn-out agreement struck between Agilysys and Innovativ’s former shareholders on April 11, 2007. As part of the agreement, Agilysys agreed to make an upfront payment of $35 million on the first anniversary of the closing of the Innovativ acquisition. The $35 million payment was calculated based on the formula of $2 for every $1 of cumulative EBITDA over the first two years after closing that was greater than $50 million. Thus the $35 million payout implies that management expected Innovativ to exceed the EBITDA hurdle of $50 million over two years by at least $17.5 million. Therefore management must have expected Innovativ to contribute at least $67.5 million over a two year period, or more than $33.8 million per year on average. Since the Innovativ acquisition closed on July 2, 2007 and Agilysys’ fiscal year ends on March 31, only nine months, or 75% worth of Innovativ’s post-acquisition fiscal year 2008 EBITDA of $33.8 million would have been consolidated in Agilysys’ fiscal 2008 results. This implies that Innovativ contributed approximately $25.3 million to TSG’s fiscal year 2008 EBITDA. Or said differently, the remaining businesses contributed just $2.5 million in EBITDA.

	(in millions)
Earn-out Payment to Innovativ	$	35.0
Divide: Payout in dollars for every $1 of EBITDA Over the Hurdle		2.0
Implied Expectation for Incremental Innovativ EBITDA	$	17.5

Earn-out EBITDA Hurdle the Over Two Year Period	$	50.0
Add: Expected Innovative Incremental EBITDA		17.5
Implied Minimum Expected Innovativ EBITDA over theTwo Year Period	$	67.5

Average Annual Innovativ EBITDA (Divide by 2)	$	33.8
Contribution of Innovativ EBITDA to TSG's FY 2008 EBITDA (%)		75.0	%
Implied Innovativ Contribution to TSG's FY 2008 EBITDA	$	25.3

Total TSG FY 2008 EBITDA	$	27.8
Less: Innovativ's Contribution to FY 2008 EBITDA		25.3
Implied Contribution from Non-Innovativ EBITDA	$	2.5

Estimated Innovativ FY 2008 Revenue	$	260.0
Contibution to TSG's FY 2008 Revenue (%)		75.0	%
Implied Contribution from Innovativ Revenue to TSG's FY 2008 Revenue	$	195.0

TSG's FY 2008 Revenue	$	566.5
Less: Innovativ Portion of Revenue		195.0
Implied Revenue for Non-Innovativ Business		371.5
Implied FY 2008 EBITDA Margin on Non-Innovativ Business
Implied FY 2008 EBITDA Margin on Non-Innovativ Business		0.7	%

Assuming that Innovativ maintained its pre-acquisition annual revenue run-rate of $260 million, and given that only nine months worth have been consolidated into Agilysys fiscal year 2008 results, this implies that Innovativ contributed approximately $195.0 million in revenue to TSG’s 2008 results. Thus TSG’s remaining businesses contributed approximately $371.5 million in revenue.

If our assumptions are correct, that would imply that TSG’s non-Innovativ businesses generated approximately $2.5 million in EBITDA on revenue of approximately $371.5 million, which translates to an EBITDA margin of just 0.7%. This is simply unacceptable.

	Low			High
Estimated Fiscal Year 2009 TSG Revenue	$	590.0		$	595.0
Assumed EBITDA Margin		7.0	%		8.0	%
Implied EBITDA	$	41.3		$	47.6

Source: Ramius estimates.

Scale does not appear to be the issue. Based on our analysis, we believe Innovativ’s EBITDA margin looks to be approximately 13% on a revenue run-rate of $260 million. Prior to being acquired by Agilysys in April 2007, Stack Computer (“Stack”), an EMC reseller, had an EBITDA margin of 8% on a revenue run-rate of just $55 million. Therefore, we believe the issue must be strategy, execution, and cost management.

While the $17 million restructuring initiative announced in the fourth quarter press release appears to be a step in the right direction, it is clearly not sufficient to address the underperformance. In addition to a comprehensive review of the cost structure, we believe management must re-assess TSG’s go-to-market product sales and service offerings on the IBM, HP, and EMC side of the business in order to ensure that all angles are being explored to drive maximum operating margin improvement. Based on our industry research and considering the historical performance of the acquired businesses, such as Stack Computer, for example, once restructured, we believe TSG EBITDA margins should be above the high end of management’s target of 5% to 7%.

Corporate Overhead

We believe there is significant opportunity to reduce the level of corporate overhead, which is costing Agilysys approximately $40 million per year. The midpoint of management’s fiscal year 2009 revenue and EBITDA guidance is $817.5 million and $22.0 million, respectively. This implies an EBITDA margin of just 2.7%, an unacceptable level considering that 1) management guidance includes an expected $10.5 million cost reduction benefit from the ongoing restructuring program, which we believe was not targeted at corporate overhead, and 2) the Company’s HSG segment has EBITDA margins that are in the mid-teens.

To further demonstrate this point, Arrow Electronics Inc. (NYSE: ARW) (“Arrow”), which is a distributor of many of the products Agilysys sells to its customers, and Avnet Inc. (NYSE: AVT) (“Avnet”), a former distributor of products sold by Innovativ, are expected to have calendar year 2009 EBITDA margins of 4.5% and 4.6%, respectively. Based on our industry sources and conversations with you, we believe that well-run VARs should have EBITDA margins significantly higher than those of distributors. This is clearly supported by Innovativ’s 2008 EBITDA margin of approximately 13%, and Stack’s historical 8% EBITDA margin.

Our analysis indicates that there is an opportunity to significantly improve margins at Agilysys by reducing corporate overhead by $15 million to $20 million. Adding the mid-point of these reductions, $17.5 million, to the mid-point of management’s EBITDA guidance of $22 million, would result in a pro-forma EBITDA of $39.5 million and a pro-forma EBITDA margin of just 4.8%, which is barely above those of Arrow and Avnet. If restructured, we believe Agilysys has the potential to perform significantly better. You have previously acknowledged that Agilysys’ corporate overhead structure is too large given the current revenue run-rate, thus we urge management to proactively take action to reduce corporate overhead.

Valuation

From a valuation perspective, we believe there are two ways to achieve maximum value for shareholders on a risk-adjusted basis - a sale of the entire Company in one transaction or a sale of the Company’s parts.

We believe that HSG could be sold for a value in the range of between $132 million and $161 million. Our estimated value represents 1.2x to 1.4x forward revenue, which coincides with a fiscal year 2009 EBITDA multiple of between 6.5x and 7.9x. Our estimates assume HSG can achieve the mid-point of management’s 17% to 19% EBITDA margin target for this business, which would result in EBITDA of $20.3 million and a revenue run-rate of $112.5 million. We believe our multiple assumptions are reasonable given that the closest pure competitor to Agilysys, Micros, trades at fiscal year 2009 revenue and EBITDA multiples of 1.2x and 6.6x, respectively. Based on these assumptions, a sale of HSG could generate between $5.39 and $6.57 per share in after-tax proceeds.

We believe the remaining pure-play VAR business would command a valuation multiple of between 4.5x and 6.5x EBITDA in a sale, the mid-point of which is a modest premium to the multiples of Agilysys’ current and former distributors outlined below.

Comparable Company Statistics

		Market		Enterprise		EBITDA				Enterprise Value/EBIDTA						EBIDTA Margin
Company	Ticker	Cap		Value		LTM		CY 2009		LTM			2009			LTM			2009
Arrow Electronics	ARW	$	2,586.60	$	3,744.00	$	772.3	$	764.5		4.8	x		4.9	x		4.6	%		4.5	%
Avnet	AVT		2,921.0		3,505.8		808.6		858.0		4.3			4.1			4.5	%		4.6	%

								Average			4.6	x		4.5	x		4.6	%		4.6	%

Source' CapitallQ, First Call, and Ramius estimates.

On a sum-of-the-parts basis, we believe the Company could be valued for between $10.80 and $17.27 per share. This represents a premium of between 70.0% and 172.0% to the October 9, 2008 $6.35 share price.

				(in millions, except per share data)
	Low			High			After-Tax Proceeds
	Low			High			Low			High
HSG:
Estimated Fiscal Year 2009 Revenue	$	110.0		$	115.0
Assumed Exit Revenue Multiple		1.2	x		1.4	x
Implied Pre-Tax Value for HSG	$	132.0		$	161.0

Estimated Cost Basis	$	166.4		$	166.4
Tax Rate		35.0	%		35.0	%
Tax Leakage on the Sale		0.0			0.0
After Tax Proceeds from the Sale of HSG	$	132.0		$	161.0		$	132.0		$	161.0

Assumed EBITDA margin (I)		12.0	%		19.0	%
Implied HSG EBITDA	$	13.2		$	21.9

RSG:
Estimated Fiscal Year 2009 RSG Revenue	$	110.0		$	115.0
Assumed EBITDA Margin		5.0	%		7.0	%
Implied RSG EBITDA	$	5.5		$	8.1

TSG:
Estimated Fiscal Year 2009 TSG Revenue	$	590.0		$	595.0
Assumed EBITDA Margin		7.0	%		8.0	%
Implied TSG EBITDA	$	41.3		$	47.6

RSG & TSG Combined:
Combined RSG and TSG EBITDA	$	46.8		$	55.7
Less: Corporate EBITDA		38.0			38.0
Plus: Corporate Overhead Reductions		15.0			20.0
Implied Pro-forma EBITDA	$	23.8		$	37.7
Assumed Exit EBITDA Multiple		4.5	x		6.5	x
Implied Pre-Tax Value for RSG and TSG Assets	$	107.1		$	244.7

Estimated Cost Basis	$	222.0		$	222.0
Tax Rate		35.0	%		35.0	%
Tax Leakage on the Sale		0.0			8.0
After Tax Proceeds from the Sale of RSG and TSG Assets	$	107.1		$	236.8		$	107.1		$	236.8

Total Proceeds from Asset Sales							$	239.1		$	397.8
Plus: Cash								45.0			45.0
Less: Debt								14.6			14.6
Less: Severance Expenses								5.0			5.0
Net Proceeds Available for Distribution							$	264.5		$	423.2
Shares Outstanding								24.5			24.5
Implied Price Per Share							$	10.80		$	17.27
Premium/(Discount)								70.0	%		172.0	%

Source: Ramius estimates.

(1) The low end of EBITDA margin includes $3.1 million in non-recurring software development expenses for the Guest360 product.

We firmly believe management and the Board have a unique opportunity to unlock significant shareholder value by executing on the initiatives we have outlined above. We will continue to monitor the situation closely and expect that management and the Board will expeditiously explore all available alternatives to maximize shareholder value and provide shareholders with updates on the status of the process. Additionally, we expect Agilysys to file its Annual Report on Form 10-K and hold the 2008 Annual Meeting as soon as practically possible thereafter. The status quo is not an acceptable option.

We are available to answer any questions you may have. Please feel free to contact me any time at (xxx) xxx-xxxx.

Best regards,

Mark Mitchell

Partner

RAMIUS LLC

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