DEFA14A

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: December 21, 2009
(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 of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

28925 Fountain Parkway, Solon, Ohio	44139
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (440) 519-8700

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On December 21, 2009, Agilysys, Inc. issued a press release announcing that it agreed with MAK Capital to reschedule the previously scheduled January 5, 2010 special meeting of shareholders for the purpose of considering and voting on whether to authorize MAK Capital, its largest shareholder, to increase its ownership to 20% or more, but less than one-third, of the outstanding common shares of Agilysys. The new meeting date is yet to be determined. Agilysys will set a new record date for shareholders eligible to vote at the meeting. The new date for the special meeting and new record date will be announced as soon as practicable.

A copy of the related press release is attached hereto as Exhibit 99.1, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued by the Company dated December 21, 2009.

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/ Kathleen A. Weigand
	Kathleen A. Weigand
	General Counsel and Senior Vice President, Human Resources

Date: December 21, 2009

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by the Company dated December 21, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Agilysys Will Reschedule Special Meeting of Shareholders to Vote on
Proposed Control Share Acquisition by MAK Capital; Date to be Determined

CLEVELAND — December 21, 2009 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today that it agreed with MAK Capital to reschedule the previously scheduled January 5, 2010 special meeting of shareholders for the purpose of considering and voting on whether to authorize MAK, its largest shareholder, to increase its ownership to 20% or more, but not to exceed one-third, of the company’s outstanding shares. The new meeting date is yet to be determined. The company also will set a new record date for shareholders eligible to vote at the meeting.

Agilysys and MAK agreed that the rescheduling was appropriate in order to give shareholders additional time to review the finalized proxy materials and to return their proxies with their votes, taking into account the upcoming holiday season.

As announced on November 20, 2009, Agilysys received an Acquiring Person Statement from MAK Capital, its largest shareholder, indicating that MAK intends to increase its ownership stake in the company to one-fifth or more, but less than one-third of the outstanding common shares of the company. MAK Capital currently owns 19.18% of the issued and outstanding shares of Agilysys common stock. R. Andrew Cueva, managing director of MAK Capital, has served on the Agilysys Board of Directors since June 2008.

The new date for the special meeting and new record date will be announced as soon as practicable.

In connection with the proposed control share acquisition, Agilysys has filed a preliminary proxy statement. SHAREHOLDERS SHOULD READ THE PRELIMINARY PROXY STATEMENT OF AGILYSYS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED CONTROL SHARE ACQUISITION. A final proxy statement will be mailed to shareholders. Shareholders will also be able to obtain a copy of the proxy statement free of charge from the SEC’s website located at www.sec.gov, the company’s website located at www.agilysys.com, or from Georgeson Inc., the company’s proxy solicitor, by calling (800) 336-5134.

Agilysys, its directors and certain executive officers and other members of management are deemed to be participants in the solicitation of proxies with respect to the proposed control share acquisition.

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Information concerning Agilysys’ directors and executive officers is available in the Form 10-K filed with the SEC on June 9, 2009 and in the proxy statement filed with the SEC on June 24, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement filed in connection with the proposed control share acquisition and other relevant materials filed with the SEC. Investors should read the proxy statement carefully before making any voting or investment decisions.

About Agilysys, Inc.

Agilysys is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select markets, including retail and hospitality. The company uses technology — including hardware, software and services — to help customers resolve their most complicated IT needs. The company possesses expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Cleveland, Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and Asia. For more information, visit www.agilysys.com.

Investor Contact:

Curtis Stout
Vice President and Treasurer
Agilysys, Inc.
440-519-8635
curtis.stout@agilysys.com

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