0000078749-14-000006.txt : 20140218 0000078749-14-000006.hdr.sgml : 20140217 20140218172428 ACCESSION NUMBER: 0000078749-14-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140214 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140218 DATE AS OF CHANGE: 20140218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 14623071 BUSINESS ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: 2Q ZIP: 30005 BUSINESS PHONE: 7708107800 MAIL ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: 2Q ZIP: 30005 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-kcueva_kaufman.htm 8-K Form8-K Cueva_Kaufman




  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: February 14, 2014
(Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Ohio
 
000-5734
 
34-0907152
 
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer Identification No.)
of incorporation)
 
 
 
 


 
 
 
425 Walnut Street, Suite 1800 Cincinnati, Ohio
 
45202
 
(Address of principal executive offices)
 
(ZIP Code)
Registrant’s telephone number, including area code: (770) 810-7800

N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 






 


Item 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2014, the Board of Directors of Agilysys, Inc. named Michael A. Kaufman to the Board to fill the vacancy created when R. Andrew Cueva resigned as a director effective February 14, 2014, following his earlier resignation as a Managing Director of MAK Capital One LLC (“MAK Capital”), our largest shareholder.

Mr. Kaufman, 41, is the President of MAK Capital, a financial investment advisory firm based in New York, NY, which he founded in 2002. Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. He also earned a law degree from Yale University. Mr. Kaufman currently serves as Chairman of the Board of Zygo Corporation (NASDAQ: ZIGO), where he is a member of the compensation and corporate governance and nominating committees.

Mr. Kaufman is the controlling person of MAK Capital. MAK Capital and its related entities have been investors in Agilysys since 2009 and beneficially own more than 31% of our common stock. As a director, Mr. Kaufman is entitled to participate in the compensation program for outside directors, which typically include an annual equity grant of restricted stock. Mr. Kaufman waived any equity grant for fiscal year 2014.

Mr. Kaufman was appointed as a Class B Director and will also serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee. His remaining term as a Class B Director will expire at our 2014 Annual Meeting of Shareholders.

There are no transactions in which Mr. Kaufman has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.


Item 9.01
 
Financial Statements
(d) Exhibits – None







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
AGILYSYS, INC.
  
 
 
By:
/s/Kyle C. Badger
 
 
 
Kyle C. Badger
 
 
 
Senior Vice President, General Counsel and Secretary
 
 
Date: February 18, 2014