10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003.
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________________ to ________________________.

Commission file number  0-5734

Agilysys, Inc.
(Exact name of registrant as specified in its charter)

Ohio	34-0907152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6065 Parkland Boulevard, Mayfield Heights, Ohio	44124
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (440) 720-8500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X  No      

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  X  No      

Indicate the number of shares outstanding of each of the issuer’s classes of Common Shares, as of the latest practical date: Common Shares, without par value, as of November 1, 2003: 32,115,614. (Includes 3,589,940 Common Shares subscribed by the Agilysys Stock Benefit Trust.)

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
EX-3.1 AMENDED ARTICLE OF INCORPORATION
EX-31.1 CERTIFICATION OF CEO SECTION 302
EX-31.2 CERTIFICATION OF CFO SECTION 302
EX-32.1 CERTIFICATION OF CEO SECTION 906
EX-32.2 CERTIFICATION OF CFO SECTION 906

AGILYSYS, INC.

TABLE OF CONTENTS

Part I	FINANCIAL INFORMATION
	Item 1	Financial Statements
		Unaudited Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended September 30, 2003 and 2002
		Condensed Consolidated Balance Sheets — September 30, 2003 (Unaudited) and March 31, 2003
		Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2003 and 2002
		Notes to Unaudited Condensed Consolidated Financial Statements
	Item 2	Management’s Discussion and Analysis of Results of Operations and Financial Condition
	Item 3	Quantitative and Qualitative Disclosures About Market Risk
	Item 4	Controls and Procedures
Part II	OTHER INFORMATION
	Item 1	Legal Proceedings
	Item 2	Changes in Securities and Use of Proceeds
	Item 3	Defaults Upon Senior Securities
	Item 4	Submission of Matters to a Vote of Security Holders
	Item 5	Other Information
	Item 6	Exhibits and Reports on Form 8-K
	Signatures

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

			Three Months Ended						Six Months Ended
			September 30						September 30
(Dollars In Thousands, Except Share and Per Share Data)			2003			2002			2003			2002
Net Sales			$	292,683		$	260,663		$	572,276		$	533,854
Cost of Goods Sold				257,969			225,682			502,635			464,088
	Gross Margin			34,714			34,981			69,641			69,766
Selling, General and Administrative Expenses				31,648			33,574			63,319			66,067
Restructuring Charges				731			—			1,194			—
	Operating Income			2,335			1,407			5,128			3,699
Other (Income) Expense
	Other Income, net			(603	)		(33	)		(550	)		(59	)
	Interest Expense, net			2,415			1,967			4,853			4,153
	Loss on Retirement of Debt in Preferred Securities, net			3,365			—			2,631			—
Loss Before Income Taxes				(2,842	)		(527	)		(1,806	)		(395	)
	Provision for Income Taxes			(1,133	)		(35	)		(719	)		—
	Distributions on Mandatorily Reedemable Convertible Trust Preferred Securities, net of tax			1,337			1,562			2,667			3,126
Loss from Continuing Operations			$	(3,046	)	$	(2,054	)	$	(3,754	)	$	(3,521	)
Income (Loss) from Discontinued Operations, net of tax (See Note 5)				(333	)		2,696			(1,082	)		4,993
Income (Loss) Before Cumulative Effect of a
	Change in Accounting Principle		$	(3,379	)	$	642			(4,836	)	$	1,472
	Cumulative Effect of a Change in Accounting Principle, net of $1.9 million tax benefit			—			—			—			(34,795	)
Net Income (Loss)			$	(3,379	)	$	642			(4,836	)	$	(33,323	)
Per Share Data:
Basic and Diluted
Loss from Continuing Operations			$	(0.11	)	$	(0.08	)	$	(0.13	)	$	(0.12	)
Income (Loss) from Discontinued Operations				(0.01	)		0.10			(0.04	)		0.18
Income (Loss) Before Cumulative Effect of a Change in Accounting Principle			$	(0.12	)	$	0.02		$	(0.17	)	$	0.06
Cumulative Effect of a Change in Accounting Principle				—			—			—			(1.28	)
Net Income (Loss)			$	(0.12	)	$	0.02		$	(0.17	)	$	(1.22	)
Dividends Per Share			$	.03		$	.03		$	.06		$	.06
Weighted Average Shares Outstanding:
		Basic and Diluted		27,440,618			27,291,483			27,745,375			27,260,363

See accompanying notes to unaudited condensed consolidated financial statements.

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AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts at September 30, 2003 are Unaudited)

			September 30			March 31
(Dollars In Thousands, Except Share and Per Share Data)			2003			2003
ASSETS
Current Assets
	Cash and cash equivalents		$	216,123		$	318,543
	Accounts receivable, net			238,452			170,708
	Inventories, net			54,987			48,285
	Deferred income taxes			6,598			6,244
	Prepaid expenses			1,820			737
	Assets of discontinued operations			24,415			43,367
		Total current assets		542,395			587,884
Goodwill				146,662			117,545
Investments in affiliated companies				17,882			19,592
Other assets				13,467			10,625
Property and equipment, net				36,394			38,237
		Total Assets	$	756,800		$	773,883
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	175,115		$	139,185
	Accrued salaries, wages, commissions and benefits			7,616			7,918
	Other accrued liabilities			17,816			13,576
	Income taxes			689			2,624
	Liabilities of discontinued operations			8,332			20,910
		Total current liabilities		209,568			184,213
Long-Term Debt				102,686			130,995
Deferred Income Taxes				13,187			7,000
Other Long-Term Liabilities				10,156			9,450
Mandatorily Redeemable Convertible Trust Preferred Securities				125,425			143,675
Shareholders’ Equity
	Common stock, at $0.30 per share stated value; 32,115,614 and 32,056,950 shares outstanding, including 3,589,940 subscribed-for shares, in September and March, respectively			9,553			9,535
	Capital in excess of stated value			112,013			113,655
	Retained earnings			207,916			214,448
	Unearned employee benefits			(28,286	)		(30,299	)
	Unearned compensation on restricted stock			(3,537	)		(4,575	)
	Accumulated other comprehensive loss			(1,881	)		(4,214	)
		Total Shareholders’ Equity		295,778			298,550
		Total Liabilities and Shareholders’ Equity	$	756,800		$	773,883

See accompanying notes to unaudited condensed consolidated financial statements.

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AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

				Six Months Ended
				September 30
(Dollars in Thousands)				2003			2002
Operating Activities:
	Loss from continuing operations, including cumulative effect of change in accounting principle			$	(3,754	)	$	(38,316	)
		Adjustments to reconcile loss from continuing operations to net cash provided by (used for) operating activities:
			Cumulative effect of change in accounting principle		—			34,795
			Gain on purchase of Convertible Preferred Securities		(734	)		—
			Gain on sale of investment		(906	)		—
			Loss on buyback of Senior Notes		3,365			—
			Depreciation		2,353			4,891
			Amortization		2,869			4,273
			Deferred income taxes		5,843			(9,343	)
			Other non-cash items		779			317
			Changes in working capital, excluding effects of acquisitions and discontinued operations
			(Increase) decrease in accounts receivable		(44,042	)		19,297
			Decrease in inventory		108			15,812
			Increase in accounts payable		13,656			15,462
			Decrease in accrued salaries and wages		(336	)		(1,098	)
			Decrease in other accrued liabilities		(9,181	)		(6,159	)
			Other working capital		(276	)		193
			Other		(682	)		(63	)
			Total adjustments		(27,184	)		78,377
			Net cash provided by (used for) operating activities		(30,938	)		40,061
Investing Activities:
		Additions to property and equipment			(272	)		(1,205	)
		Acquisitions of businesses			(28,706	)		—
		Proceeds from sale of assets			—			1,389
		Proceeds from sale of investment			3,309			—
			Net cash provided by (used for) investing activities		(25,669	)		184
Financing Activities:
		Revolving credit borrowings			—			7,780
		Revolving credit payments			—			(7,780	)
		Accounts receivable securitization financing borrowings			—			17,600
		Accounts receivable securitization financing payments			—			(46,600	)
		Buyback of Convertible Preferred Securities			(16,973	)		—
		Buyback of Senior Notes			(32,962	)		—
		Dividends paid			(1,698	)		(1,674	)
		Other			380			1,166
			Net cash used for financing activities		(51,253	)		(29,508	)
Effect of Exchange Rate Changes on Cash					245			—
Cash flows provided by (used for) continuing operations					(107,615	)		10,737
Cash flows provided by discontinued operations					5,195			34,318
Net Increase (Decrease) in Cash					(102,420	)		45,055
Cash at Beginning of Period					318,543			21,400
Cash at End of Period				$	216,123		$	66,455

During the six-month period ended September 30, 2002, investments in available for sale securities depreciated in value by $2.1 million. Such securities were sold in September 2003.

See accompanying notes to unaudited condensed consolidated financial statements.

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AGILYSYS, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
(Table Amounts in Thousands, Except Per Share Data)

1.     NAME CHANGE

On September 12, 2003, the shareholders of Pioneer-Standard Electronics, Inc. approved an amendment to the Company’s Amended Articles of Incorporation to change the Company’s name to Agilysys, Inc. The name change became effective on September 15, 2003. Prior to September 16, 2003, Agilysys, Inc. traded on the National Association of Securities Dealers and Automated Quotations (NASDAQ) Stock Market as Pioneer-Standard Electronics, Inc. under the symbol “PIOS.” On September 16, 2003, Agilysys, Inc. began trading on the NASDAQ Stock Market under the symbol “AGYS.” Agilysys, Inc. and its subsidiaries are referred to herein as the “Company.”

2.     BASIS OF PRESENTATION

Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The condensed consolidated balance sheet as of September 30, 2003, the condensed consolidated statements of operations and the condensed consolidated statements of cash flows for the periods ended September 30, 2003, and September 30, 2002, have been prepared by the Company without audit. The financial statements have been prepared on the same basis as those in the audited annual financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations, financial position, and cash flows have been made. The results of operations for the three and six-month periods ended September 30, 2003 are not necessarily indicative of the operating results for the full year.

Reclassifications. Certain reclassifications have been made to conform prior years’ data to the current presentation. These reclassifications had no effect on reported earnings.

Summary of Significant Accounting Policies. A detailed description of our significant accounting policies can be found in the Company’s audited financial statements for the year ended March 31, 2003, included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

3.     ACQUISITION

On September 30, 2003, pursuant to an Agreement and Plan of Merger entered into as of September 15, 2003, the Company completed the acquisition of Kyrus Corporation (“Kyrus”). The acquisition was accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations.” Accordingly, the estimated fair values of assets acquired and liabilities assumed in the acquisition are included in the Company’s Unaudited Condensed Consolidated Balance Sheet as of September 30, 2003.

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Kyrus, based in Greenville, South Carolina is an IBM® Master Distributor and Premier Business Partner in retail store solutions. The Company acquired Kyrus as part of its recently announced strategic plan to focus solely on the enterprise solutions business. The acquisition of Kyrus establishes the Company as the leading provider of IBM retail solutions and services, across two major market segments, supermarkets and chain drug.

As consideration for all the outstanding common stock of Kyrus, the Company paid $29.6 million ($28.7 million, net of cash acquired), including legal fees and other costs directly related to the acquisition. The purchase was funded through the Company’s available cash. As a result of the purchase, the Company recorded approximately $29 million of goodwill on its Unaudited Condensed Consolidated Balance Sheet at September 30, 2003. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the goodwill will not be amortized and will be tested for impairment using a fair value approach at least annually.

The Company is in the process of finalizing its plans to integrate the Kyrus operations. Such activities may include exiting duplicative facilities and the involuntary termination or relocation of certain employees. The Company’s plans in this regard will be finalized in the third quarter of Fiscal 2004. The acquisition-related restructuring liabilities will be accounted for under EITF 95-3 and therefore included in the purchase price allocation of the cost to acquire Kyrus. The Company has accrued a preliminary estimate of $1.0 million relating to the involuntary termination of Kyrus employees. The workforce reductions eliminated 71 operations and administrative positions. Any changes to this estimate will result in an increase or decrease to the accrued restructuring charges and a corresponding increase or decrease to goodwill.

4.     RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This Statement, the provisions of which are to be applied prospectively, is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 on July 1, 2003, had no impact on the Company’s consolidated financial statements.

In April 2001, the FASB issued EITF No. 01-03, “Accounting in a Purchase Business Combination for Deferred Revenue of an Acquiree.” EITF 01-03 provides guidance regarding the recognition of deferred revenue as a liability with respect to business combinations. In March 2002, the FASB reached consensus that an acquiring entity should recognize a liability related to a revenue arrangement of an acquired entity only if it has assumed a legal obligation to provide goods, services, or other consideration to a customer. The amount assigned to this liability should be based on its fair value at the date of the acquisition. The Company adopted the guidelines set forth in EITF 01-03 to record deferred revenues purchased in connection with the Kyrus acquisition in September 2003. (See Note 3).

5.     DISCONTINUED OPERATIONS

On February 28, 2003, the Company completed the sale of substantially all of the assets and liabilities of its Industrial Electronics Division (“IED”), which distributed semiconductors and other electronic components in North America and Germany. Cash proceeds from the sale of IED are estimated to total $240 million, subject to purchase price adjustments, of which approximately $227 million has been collected as of September 30, 2003. The assets sold consisted primarily of accounts

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receivable and inventories and the Company’s shares of common stock in World Peace Industrial Co. Ltd, an Asian distributor of electronic components. The buyer also assumed certain liabilities.

In addition, as of the sale date, the Company announced its strategic transformation to focus solely on its enterprise computer solutions business. As a result, Agilysys’ majority owned subsidiary, Aprisa, Inc. (“Aprisa”), an Internet-based start-up corporation, which created customized software for the electronic components market ceased to provide strategic value to the Company and the operations were discontinued.

The disposition of IED and discontinuation of Aprisa’s operations represent a disposal of a “component of an entity” as defined by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, the Company’s consolidated financial statements and related notes have been presented to reflect IED and Aprisa as discontinued operations for all periods.

For the six-month periods ended September 30, 2003 and 2002, the Company realized a loss from discontinued operations of $1.1 million, net of $0.6 million in income taxes and income from discontinued operations of $5.0 million, net of $2.1 million in income taxes, respectively.

In the fourth quarter of Fiscal 2003, Agilysys recognized a pre-tax gain on the sale of IED of $53.5 million. This gain was offset by the following charges which relate solely to the discontinued operations and assets of IED:

(Dollars in Thousands)
Severance costs		$	(5,913	)
Facilities			(5,028	)
Asset impairment			(17,435	)
Other			(274	)
	Total Restructuring Charges	$	(28,650	)

Severance costs relate to the severance and other employee benefit costs to be paid to approximately 525 employees previously employed by IED and not re-hired by the purchaser. Facilities costs represent the present value of qualifying exit costs, offset by an estimate for future sublease income provided by external brokers, for approximately 30 vacated locations no longer required as a result of the sale. These leases have expiration dates extending to 2010. During the six-month period ended September 30, 2003, the Company closed five IED facilities.

The asset impairment charge represents the write-down to fair value of assets that were abandoned or classified as “held-for-sale,” as a result of the disposition and discontinuance of IED and Aprisa, respectively. This write-down was for assets that were not included in the IED sale transaction but related to IED.

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The following table summarizes the activity during the six months ended September 30, 2003, related to IED disposition accruals provided in Fiscal 2002 and Fiscal 2003:

(Dollars in Thousands)	Severance Costs			Facilities			Other			Total
Balance at April 1, 2003	$	7,332		$	5,785		$	274		$	13,391
Payments		(3,881	)		(1,302	)		(117	)		(5,300	)
Additions		—			545			—			545
Accretion on lease reserves		—			47			—			47
Balance at June 30, 2003	$	3,451		$	5,075		$	157		$	8,683
Payments		(2,062	)		(801	)		(67	)		(2,930	)
Accretion of lease reserves		—			41			—			41
Balance at September 30, 2003	$	1,389		$	4,315		$	90		$	5,794

6.     RESTRUCTURING CHARGES

During the fourth quarter of Fiscal 2003, concurrent with the sale of IED, the Company announced that it would restructure its remaining enterprise computer solutions business and facilities to reduce overhead and eliminate assets that were inconsistent with the Company’s strategic plan and were no longer required. In connection with this reorganization, the Company recorded restructuring charges totaling $20.7 million related to impairment of facilities and other assets no longer required, and severance, incentives and other employee benefit costs, including amounts accrued for payments that were made pursuant to certain tax “gross up” provisions of executive restricted stock award agreements, incurred in connection with downsizing the corporate structure.

Severance, incentives and other employee benefit costs are to be paid to approximately 110 personnel. Facilities costs represent the present value of qualifying exit costs, offset by an estimate for future sublease income provided by an external broker, for a vacant warehouse that represents excess capacity as a result of the sale. The lease on this facility extends through 2017. The asset impairment charge represented the write-down to fair value of assets that were abandoned as part of the Corporate restructuring since they were inconsistent with the Company’s ongoing strategic plan.

The following table summarizes the activity during the six months ended September 30, 2003 related to this restructuring:

	Severance & Other Employee Costs			Facilities			Total
Balance at April 1, 2003	$	5,731		$	6,097		$	11,828
Payments		(4,553	)		(188	)		(4,741	)
Accretion on lease reserves		—			115			115
Balance at June 30, 2003	$	1,178		$	6,024		$	7,202
Payments		(812	)		(191	)		(1,003	)
Accretion on lease reserves		—			114			114
Balance at September 30, 2003	$	366		$	5,947		$	6,313

During the three- and six-month periods ended September 30, 2003, the Company recorded additional restructuring charges and made payments of $0.7 million and $1.2 million, respectively. These restructuring charges relate primarily to ancillary facility costs incurred as a result of current year activities associated with the Fiscal 2003 reorganization.

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7.     GOODWILL

On April 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” and discontinued the amortization of goodwill in accordance with SFAS No. 142.

As required by SFAS No. 142, the Company identified and evaluated its reporting units for impairment as of April 1, 2002, the first day of the Company’s fiscal year 2003, using a two-step process and engaged an independent valuation consultant to assist in this process. The first step involved identifying the reporting units with carrying values, including goodwill, in excess of fair value. The fair value of the reporting unit was estimated using a combination of a discounted cash flow valuation model, incorporating a discount rate commensurate with the risks involved for each reporting unit, and a market approach of guideline companies in similar transactions. As a result of completing the first step of the process, it was determined that there was an impairment of goodwill at the date of adoption. This was due primarily to market conditions and relatively low levels of sales. In the second step of the process, the implied fair value of the affected reporting unit’s goodwill was compared with its carrying value in order to determine the amount of impairment, that is, the amount by which the carrying amount exceeded the fair value. As a result, the Company recorded an impairment charge of $36.7 million, before tax, which was recorded as a cumulative effect of change in accounting principle in the first quarter of Fiscal 2003 and is reflected in the accompanying Unaudited Condensed Consolidated Statement of Operations for the six months ended September 30, 2002.

On September 30, 2003, the Company acquired Kyrus Corporation. As a result of this purchase, the Company recognized approximately $29 million in goodwill on its Unaudited Condensed Consolidated Balance Sheet at September 30, 2003. The value of the goodwill is based on the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date.

8.     CONTINGENCIES

The Company is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. The Company provides for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

9.     MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES

In March and April 1998, Pioneer-Standard Financial Trust (the “Pioneer-Standard Trust”) issued 2,875,000 shares relating to $143.7 million of 6.75% Mandatorily Redeemable Convertible Trust Preferred Securities (the “Trust preferred securities”). The Pioneer-Standard Trust, a statutory business trust, is a wholly-owned consolidated subsidiary of the Company, with its sole asset being $148.2 million aggregate principal amount of 6.75% Junior Convertible Subordinated Debentures due March 31, 2028 of Pioneer-Standard Electronics, Inc. (the “Trust Debentures”). The Company has executed a guarantee with regard to the Trust preferred securities. The guarantee, when taken together with the Company’s obligations under the Trust Debentures, the indenture pursuant to which the Trust Debentures were issued

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and the applicable trust document, provide a full and unconditional guarantee of the Pioneer-Standard Trust’s obligations under the Trust preferred securities.

The Trust preferred securities are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 6.75%, carry a liquidation value of $50 per share and are convertible into the Company’s Common Shares at any time prior to the close of business on March 31, 2028, at the option of the holder. After March 31, 2003, the Trust preferred securities are redeemable, at the option of the Company, for a redemption price of 103.375% of par reduced annually by 0.675% to a minimum of $50 per Trust preferred security. During the first quarter of Fiscal 2004, the Company repurchased 365,000 Trust preferred securities, approximating $18.3 million face value, for a cash purchase price of approximately $17.0 million. The difference between the face value and cash paid, offset by the write-off of related deferred financing fees, resulted in a net gain of $734,000. As of September 30, 2003, a total of 369,761 Trust preferred securities had been redeemed.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how a Company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify certain financial instruments, such as instruments in the form of shares that are mandatorily redeemable, as a liability (or an asset in some circumstances). Many of such instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. During the first quarter of Fiscal 2004, the Company evaluated SFAS No. 150 and determined that this Statement does not apply to the Company’s Trust preferred securities since they are convertible into the Company’s Common Shares at any time prior to the close of business on March 31, 2028, at the option of the holder.

10.     SENIOR NOTES

In July 2003, the Company repurchased $28.5 million of 9.5% Senior Notes which are due in August 2006. The premium paid and the deferred costs written-off upon the repurchase of this debt aggregated approximately $3.3 million.

11.     COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) for the three and six months ended September 30, 2003 and 2002 are as follows:

			Three Months Ended						Six Months Ended
			September 30						September 30
(Dollars in Thousands)			2003			2002			2003			2002
Net Income (Loss)			$	(3,379	)	$	642		$	(4,836	)	$	(33,323	)
Other Comprehensive Income (Loss)
	Unrealized Gain (Loss) on Equity Securities			62			(3,908	)		2,426			(7,087	)
	Foreign Currency Translation Adjustment			(2,325	)		(659	)		(93	)		2,125
		Total Other Comprehensive Income (Loss)		(2,263	)		(4,567	)		2,333			(4,962	)
Comprehensive Loss			$	(5,642	)	$	(3,925	)	$	(2,503	)	$	(38,285	)

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12.     EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Securities or other contracts to issue common shares are included in the per share calculations where the effect of their inclusion would be dilutive.

The computation of basic and diluted income (loss) per share for the three- and six-month periods ended September 30, 2003 and 2002 are as follows:

			Three Months Ended						Six Months Ended
			September 30						September 30
(Dollars in thousands, except per share data)			2003			2002			2003			2002
Numerator for earnings per share:
		Loss from Continuing Operations	$	(3,046	)	$	(2,054	)	$	(3,754	)	$	(3,521	)
		Income (Loss) from Discontinued
		Operations, net of taxes		(333	)		2,696			(1,082	)		4,993
		Income (Loss) Before Cumulative Effect of Change Accounting Principle		(3,379	)		642			(4,836	)		1,472
		Cumulative Effect of Change in Accounting Principle, net of tax		—			—			—			(34,795	)
		Net income (loss) on which basic and diluted earnings (loss) per share is calculated	$	(3,379	)	$	642		$	(4,836	)	$	(33,323	)
Denominator:
Weighted average number of shares
	Basic weighted average shares			27,441			27,291			27,745			27,260
	Diluted weighted average shares			27,441			27,291			27,745			27,260
Basic diluted earnings (loss) per share
Loss from Continuing Operations – Basic and Diluted			$	(0.11	)	$	(0.08	)	$	(0.13	)	$	(0.12	)
Income (Loss) from Discontinued Operations				(0.01	)		0.10			(0.04	)		0.18
Income (Loss) Before Cumulative Effect of Change Accounting Principle			$	(0.12	)	$	0.02		$	(0.17	)	$	0.06
Cumulative Effect of Change in Accounting
Principle				—			—			—			(1.28	)
Net Income (Loss) Per Share – Basic and Diluted			$	(0.12	)	$	0.02		$	(0.17	)	$	(1.22	)

Not included in the computation of diluted earnings per share for the three months ended September 30, 2003 and 2002 was 7,963,492, and 9,122,222 common shares, respectively, issuable upon conversion of Trust Preferred Securities, and 3,040,495 and 3,483,432 common shares, respectively, issuable upon exercise of stock options that could potentially dilute basic earnings per share in the future. For the six months ended September 30, 2003 and 2002 the computation of diluted earnings per share excluded 8,140,784 and 9,122,222 common shares, respectively, issuable upon conversion of Trust Preferred Securities, and 3,304,895 and 4,227,184 common shares, respectively, issuable upon exercise of stock options that could potentially dilute basic earnings per share in the future. These were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

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13.     STOCK-BASED COMPENSATION

As permitted by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,” the Company continues to measure compensation expense for its stock-based employee compensation plans using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” whereby the options are granted at market price, and therefore no compensation costs are recognized, and the options are not recognized in the financial statements until they are exercised.

If compensation expense for the Company’s stock option plans had been determined based upon fair value at the grant dates for awards under the option plans in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s pro forma net loss and basic and diluted loss per share would have been as follows:

		Three Months Ended						Six Months Ended
		September 30						September 30
In Thousands, Except Per Share Data)		2003			2002			2003			2002
Net income (loss), as reported		$	(3,379	)	$	642		$	(4,836	)	$	(33,323	)
Compensation expense as determined under SFAS No. 123, net of related tax effects			(664	)		(1,847	)		(1,128	)		(3,478	)
Pro forma net loss		$	(4,043	)	$	(1,205	)	$	(5,964	)	$	(36,801	)
	Basic and diluted net income (loss) per share, as reported	$	(0.12	)	$	0.02		$	(0.17	)	$	(1.22	)
	Basic and diluted net loss per share, pro forma	$	(0.15	)	$	(0.04	)	$	(0.21	)	$	(1.35	)

13

AGILYSYS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

General

On September 12, 2003, the shareholders of Pioneer-Standard Electronics, Inc. approved an amendment to the Company’s Amended Articles of Incorporation to change the Company’s name to Agilysys, Inc. The name change became effective on September 15, 2003. Prior to September 16, 2003, Agilysys, Inc. traded on the National Association of Securities Dealers and Automated Quotations (NASDAQ) Stock Market as Pioneer-Standard Electronics, Inc. under the symbol “PIOS.” On September 16, 2003, Agilysys, Inc. began trading on the NASDAQ Stock Market under the symbol “AGYS.” Agilysys, Inc. and its subsidiaries are referred to herein as the “Company.”

Following is certain financial data for the three- and six-month periods ended September 30, 2003 as compared with the three- and six-month periods ended September 30, 2002. The Company’s Consolidated Financial Statements and related notes have been presented to reflect the disposition of the Company’s Industrial Electronics Division (“IED”) and discontinuance of Aprisa, Inc.’s (“Aprisa”) operations as discontinued operations for all periods. As such, management’s discussion and analysis excludes discontinued operations and focuses on the results of the Company’s continuing operations, the enterprise computer solutions business.

Management’s discussion and analysis should be read in conjunction with the same discussion in the Company’s Fiscal 2003 Annual Report on Form 10-K. References also should be made to the financial statements in this Form 10-Q.

Results of Operations

Three Months Ended September 30, 2003 Compared with the Three Months Ended
September 30, 2002

		Three Months Ended September 30
(Dollars in Thousands)		2003				2002
Net Sales		$	292,683	100.0	%	$	260,663	100.0	%
Cost of Goods Sold			257,969	88.1	%		225,682	86.6	%
	Gross Margin		34,714	11.9	%		34,981	13.4	%
Selling, General and Administrative Expenses			31,648	10.8	%		33,574	12.9	%
Restructuring Charges			731	0.2	%		—	—
	Operating Income	$	2,335	0.8	%	$	1,407	0.5	%

Net Sales. Consolidated net sales of $292.7 million for the three-month period ended September 30, 2003 increased $32.0 million or 12.3% over the prior fiscal year second quarter. The largest contributor to this growth was a stronger demand for servers as the Company’s suppliers continue to aggressively pursue market share gains through incentive pricing. These improvements more than offset lower sales volume in storage products and software products in the current quarter versus the comparable quarter last year.

Gross Margin. Consolidated gross margin was 11.9% at September 30, 2003 as compared with 13.4% at September 30, 2002. The reduced gross margin percentage resulted primarily from competitive pricing

14

pressures in the marketplace, and a higher level of sales to resellers, through the Company’s distribution business, which carry a lower percentage gross profit than the Company’s sales made directly to end-use customers.

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $31.7 million were 5.7% lower than the second quarter last year of $33.6 million. The decrease was a result of lower compensation costs, occupancy costs and software amortization as a result of the Company’s reorganization of continuing operations.

Restructuring Charges. The Company recorded a $0.7 million charge for restructuring activities during the first half of Fiscal 2004. These restructuring charges relate primarily to ancillary facility costs incurred as a result of current year activities associated with the Fiscal 2003 reorganization.

Six Months Ended September 30, 2003 Compared with the Six Months Ended September 30, 2002

		Six Months Ended September 30
(Dollars in Thousands)		2003				2002
Consolidated Net Sales		$	572,276	100.0	%	$	533,854	100.0	%
Cost of Goods Sold			502,635	87.8	%		464,088	86.9	%
	Gross Margin		69,641	12.2	%		69,766	13.1	%
Selling, General and Administrative Expenses			63,319	11.1	%		66,067	12.4	%
Restructuring Charges			1,194	0.2	%		—	—
	Operating Income	$	5,128	0.9	%	$	3,699	0.7	%

Net Sales. Consolidated net sales of $572.3 million for the six-month period ended September 30, 2003 increased $38.4 million or 7.2% from consolidated net sales of $533.9 million in the six-month period ended September 30, 2002. The largest contributor to this growth was a stronger demand for servers as the Company’s suppliers continue to aggressively pursue market share gains through incentive pricing. These improvements offset lower sales volume in storage products and flat software sales in the six month period ended September 30, 2003 versus the comparable period in the prior year. Including the results of the Company’s recently announced acquisition of Kyrus as of September 30, 2003, management anticipates sales to increase between 15 and 20 percent in the second half of Fiscal 2004 versus the second half of Fiscal 2003.

Gross Margin. Consolidated gross margin was 12.2% for the six months ended September 30, 2003 compared with 13.1% for the six months ended September 30, 2002. The reduced gross margin percentage resulted primarily from competitive pricing pressures in the marketplace, and a higher level of distribution sales to resellers, through the Company’s distribution business, which carry a lower percentage gross profit than the Company’s sales made directly to end-use customers. Management anticipates current gross margin trends will impact the Company’s results for the remainder of Fiscal 2004. As a result, management expects gross margins for Fiscal 2004 to be between 12.0 percent and 12.5 percent.

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $63.3 million were 4.2% lower than the second half last year of $66.1 million. The decrease was a result of lower compensation costs, occupancy costs and software amortization as a result of the Company’s reorganization of continuing operations.

Restructuring Charges. The Company recorded a $1.2 million charge for restructuring activities during the first half of Fiscal 2004. These restructuring charges relate primarily to ancillary facility costs incurred as a result of current year activities associated with the Fiscal 2003 reorganization.

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Other (Income) Expense, Interest Expense and Income Taxes

	Three Months Ended						Six Months Ended
	September 30						September 30
(Dollars in Thousands)	2003			2002			2003			2002
Other Income, net	$	(603	)	$	(33	)	$	(550	)	$	(59	)
Interest Expense, net	$	2,415		$	1,967		$	4,853		$	4,153
Loss on Retirement of Debt in Preferred Securities, net	$	3,365		$	—		$	2,631		$	—
Effective Tax Rate – Continuing Operations		39.8	%		6.6	%		39.8	%		0	%

During the second quarter of Fiscal 2004, the Company sold its interest in Eurodis Electron for $3.3 million. Included in Other Income, net, is a gain on the sale of this investment of approximately $0.9 million. In April 2003, the Company repurchased 365,000 Trust preferred securities, with a face value of approximately $18.3 million, for approximately $17.0 million resulting in a pre-tax gain of $0.7 million in the first quarter of Fiscal 2004, net of the write-off of deferred financing fees. In July 2003, the Company repurchased $28.5 million of 9.5% Senior Notes due in 2006. The premium paid and the deferred financing costs written-off upon the repurchase of this debt aggregated approximately $3.3 million.

The Company recorded an income tax provision for continuing operations at an effective tax rate of 39.8% in the second quarter of Fiscal 2004 compared with an income tax provision at an effective tax rate of 6.6% in the comparable quarter in the prior year. The change in rate was due primarily to the impact of a dividend from our foreign equity investment and the applicable withholding taxes.

The Company recorded an income tax provision for continuing operations at an effective tax rate of 39.8% for the first half of Fiscal 2004. No income tax provision was recorded for the first half of Fiscal 2003 due to the low level of taxable income.

Cumulative Effect of Change in Accounting Principle — Goodwill

On April 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 addresses the accounting for goodwill and other intangible assets after an acquisition. Goodwill and other intangibles that have indefinite lives are no longer amortized, but are subject to annual impairment tests. All other intangible assets continue to be amortized over their estimated useful lives. Effective April 1, 2002, the Company discontinued amortization of its goodwill in accordance with this Statement.

Under the required transitional provisions of SFAS No. 142, the Company identified and evaluated its reporting units for impairment as of April 1, 2002, the first day of the Company’s fiscal year 2003, using a two-step process and engaged an outside valuation consultant to assist in this process. The first step involved identifying the reporting units with carrying values, including goodwill, in excess of fair value. The fair value of the reporting unit was estimated using a combination of a discounted cash flow valuation model, incorporating a discount rate commensurate with the risks involved for each reporting unit, and a market approach of guideline companies in similar transactions. As a result of completing the first step of the process, it was determined that there was an impairment of goodwill at the date of adoption. This was due primarily to market conditions and relatively low levels of sales. In the second step of the process, the implied fair value of the affected reporting unit’s goodwill was compared with its carrying value in order to determine the amount of impairment, that is, the amount by which the carrying amount exceeded the fair value. As a result, the Company recorded an impairment charge of $36.7 million, before tax,

16

which was recorded as a cumulative effect of change in accounting principle in the first quarter of Fiscal 2003 and is reflected in the accompanying Unaudited Condensed Consolidated Statement of Operations for the six months ended September 30, 2002.

Liquidity and Capital Resources

For the six-month period ended September 30, 2003, net cash used for operating activities totaled $30.9 million, as compared with cash provided by operating activities of $40.1 million for the comparable period in the prior year. Current assets, excluding cash and the effects of acquisitions and discontinued operations, increased by $37.2 million and current liabilities, excluding the effects of acquisitions and discontinued operations, increased by $7.8 million during the six-month period ending September 30, 2003, resulting in a $29.5 million increase in working capital from March 31, 2003. An increase in accounts receivable, due to relatively higher quarter end sales, was the main driver for the increase in working capital for the six-month period ended September 30, 2003.

Net cash used for investing activities was $25.7 million for the six months ended September 30, 2003, compared with $0.2 million provided by investing activities for the comparable period in the prior year. On September 30, 2003, the Company acquired Kyrus Corporation for $28.7 million. As of September 30, 2003 the Company sold its publicly held investment, Eurodis Electron PLC, (“Eurodis”) for $3.3 million.

Net cash used for financing activities was $51.3 million, versus $29.5 million for the comparable period in the prior year. Cash used for financing activities in the six-month period ended September 30, 2003 included the repurchase of $28.5 million of 9.5% Senior Notes due August 2006 for approximately $33.0 million and the repurchase of 365,000 Trust preferred securities for approximately $17.0 million. Net cash used for financing activities for the six-month period ended September 30, 2002 was $29.5 million, representing repayments of borrowings under the Company's revolving line of credit and accounts receivable securitization financing.

The Company is exposed to interest rate risk primarily from the various floating-rate pricing mechanisms on the Company’s Revolving Credit Agreement (“the Revolver”). The Company has no borrowings outstanding under its Revolver as of September 30, 2003. The ratio of debt to capital, defined as current and long-term debt plus the Trust preferred securities (combined “Debt”) divided by Debt plus Shareholders’ Equity is 44% at September 30, 2003, compared with 48% at March 31, 2003. The Company is working to opportunistically reduce this ratio to 25-35%.

In addition to the Revolver, the Company has outstanding $102.5 million principal amount of 9.5% Senior Notes (the “Notes”) due August 2006 and $125.4 million of 6.75% Mandatorily Redeemable Convertible Trust Preferred Securities.

In March and April 1998, the Company’s wholly owned subsidiary, the Pioneer-Standard Financial Trust (the “Pioneer-Standard Trust”), issued 2,875,000 shares relating to $143.7 million of 6.75% Mandatorily Redeemable Convertible Trust Preferred Securities (the “Trust preferred securities”). The sole asset of the Pioneer-Standard Trust is $148.2 million aggregate principal amount of 6.75% Junior Convertible Subordinated Debentures due March 31, 2028. The Company has executed a guarantee providing a full and unconditional guarantee of the Pioneer-Standard Trust’s obligations under the Trust preferred securities. A portion of the Company’s cash flow from operations is dedicated to servicing these aggregate obligations and is not available for other purposes. However, the Company may cause the Pioneer-Standard Trust to delay payment of these servicing obligations for 20 consecutive quarters. During such deferral periods, distributions, to which holders of the Trust preferred securities are entitled, will compound quarterly, and the Company may not declare or pay any dividends on its Common Shares.

17

The Company does not currently anticipate suspending these obligations. After March 31, 2003, the Trust preferred securities are redeemable, at the option of the Company, for a redemption price of 103.375% of par reduced annually by 0.675% to a minimum of $50 per Trust preferred security. The Trust preferred securities are subject to mandatory redemption on March 31, 2028, at a redemption price of $50 per Trust preferred security. As previously noted, during the first quarter of Fiscal 2004, the Company repurchased 365,000 Trust preferred securities. The Company does not currently anticipate any further redemption of these Trust preferred securities, however, as opportunities arise the Company may purchase certain of the Trust preferred securities on the open market.

Management estimates that capital expenditures for Fiscal 2004 will approximate $1.0 to $1.5 million, which is a revision from the $3.0 to $4.0 million previously anticipated. The Company anticipates that cash on hand, funds from current operations, the Revolver and access to capital markets will provide adequate funds to finance acquisitions, capital spending and working capital needs and to service its obligations and other commitments arising during the foreseeable future.

Recent Pronouncements

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This Statement, the provisions of which are to be applied prospectively, is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 on July 1, 2003, had no impact on the Company’s consolidated financial statements.

Forward-Looking Information

Portions of this report contain current management expectations, which may constitute forward-looking information. When used in this Management’s Discussion and Analysis of Results of Operations and Financial Condition and elsewhere throughout this 10-Q, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current opinions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated or implied.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Risks and uncertainties include, but are not limited to: competition, dependence on the IT market, softening in the computer network and platform market, rapidly changing technology and inventory obsolescence, dependence on key suppliers and supplier programs, risks and uncertainties involving acquisitions, instability in world financial markets, downward pressure on gross margins, the ability to meet financing obligations based on the impact of previously described factors and uneven patterns of quarterly sales.

The Company experiences a disproportionate percentage of quarterly sales in the last month of the fiscal quarters. This uneven sales pattern makes the prediction of revenues, earnings and working capital for each quarterly financial period difficult and increases the risk of unanticipated variations in quarterly results and financial condition. The Company believes that this sales pattern is industry-wide. Although the Company is unable to predict whether this uneven sales pattern will continue over the long term, the Company anticipates that this trend will remain the same in the foreseeable future.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See pages 18-19 and 32-33 of the Company’s Annual Report on Form 10-K for the Fiscal year ended March 31, 2003, for a further discussion of its derivative hedging policies and use of financial instruments. There have been no material changes in the Company’s market risk exposures since March 31, 2003.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-14 (c) and 15d-14(c) under the Securities and Exchange Act of 1934, as amended) as of September 30, 2003. Based upon that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective. Further, there were no changes made in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Changes in Internal Controls

Subsequent to the date of their evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses.

19

PART II -	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS
	None.
ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS
	None.
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	None.
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)	The Registrant’s Annual Meeting of Shareholders was held on July 29, 2003.
	A Special Meeting of Shareholders was held on September 12, 2003.
(b)	At the Annual Meeting, the shareholders voted to elect Charles F. Christ, Arthur Rhein and Thomas C. Sullivan each to an additional three-year term as a Director of the Company. The term of office of the following Directors of the Company continued after the Annual Meeting: Keith M. Kolerus, Robert A Lauer, Robert G. McCreary, III, James L. Bayman, Thomas A. Commes and Howard V. Knicely.
(c)	At the Annual Meeting, the following persons were elected for terms expiring in 2006, by the following vote:

	For		Against		Abstentions
Charles F. Christ		27,799,963		0		386,437
Arthur Rhein		27,843,260		0		343,140
Thomas C. Sullivan		27,805,146		0		381,254

At the Annual Meeting, the selection of Ernst & Young LLP as independent certified accountants to audit the accounts of the Registrant and its subsidiaries for the fiscal year ending December 31, 2004 was approved by the following vote:

For		Against		Abstentions
	28,186,146		0		254

Also at the Annual Meeting, shareholders voted to transact such other business as may properly come before the Annual Meeting or any adjournments thereof, by the following vote:

For		Against		Abstentions
	28,406,870		0		352

At the Special Meeting, the amendment to the Company’s Amended Articles of Incorporation to change the Company name from “Pioneer-Standard Electronics, Inc.” to “Agilysys, Inc.” was approved by the following vote:

For		Against		Abstentions
	25,818,004		2,466,076		123,142

ITEM 5.	OTHER INFORMATION
	None.

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ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K
	(a)	EXHIBITS
		3.1	Articles of Incorporation of the Company, as amended, relating to the name change from Pioneer-Standard Electronics, Inc. to Agilysys, Inc.
		31.1	Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
		31.2	Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
		32.1	Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
		32.2	Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
	(b)	Reports on Form 8-K
		During the second quarter of Fiscal 2004, the Company furnished the following Form 8-K Current Reports to the Securities and Exchange Commission:
		—	The Company filed a Current Report on Form 8-K dated July 24, 2003 to include its press release announcing the Company’s Fiscal 2004 first quarter ended June 30, 2003 results.
		—	The Company filed a Current Report on Form 8-K dated September 15, 2003 to include its press release announcing the Company’s name change from Pioneer-Standard Electronics, Inc. to Agilysys, Inc. and to announce the Company’s definitive agreement to purchase Kyrus Corporation.
		—	The Company filed a Current Report on Form 8-K dated September 30, 2003 announcing its acquisition of Kyrus Corporation.

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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 thereunto duly authorized.

	AGILYSYS, INC.
Date: November 13, 2003	/s/ Arthur Rhein Arthur Rhein Chairman, President and Chief Executive Officer (Principal Executive Officer)
Date: November 13, 2003	/s/ Steven M. Billick Steven M. Billick Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

22 EX-3.1 3 l03576aexv3w1.txt EX-3.1 AMENDED ARTICLE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF ADOPTION OF AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Preston B. Heller ,Jr., President, and William X. Haase, Secretary of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located at Cuyahoga County, Ohio, do hereby certify that a special meeting of the holders of the shares of said corporation entitling them to vote on the proposal to adopt Amended Articles of Incorporation as contained in the following resolution, was duly called for such purpose and held on the 17th day of April, 1970, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles of Incorporation to exercise two-thirds of the voting power of the corporation on such proposal, the following resolution was adopted: RESOLUTION RESOLVED, that the following Amended Articles of Incorporation be, and the same hereby are, adopted to supersede the existing Articles of Incorporation as heretofore amended: AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. FIRST. The name of the corporation is Pioneer-Standard Electronics, Inc. SECOND. The place in the State of Ohio where the principal office of the corporation is to be located is the City of Cleveland, Cuyahoga County. THIRD. The purposes of the corporation are as follows: 1. To manufacture, produce, process, purchase and sell as distributor, wholesaler, retailer, or otherwise, and to -2- act as agent or broker in the buying, selling, leasing and otherwise dealing in electric, electronic, radio and television equipment, including without limitation of the foregoing, electrical and mechanical instruments, motors, parts, appliances, components and other similar devices and to do and perform all other acts as shall be necessary, incidental or otherwise related to the exercise of the foregoing purposes. 2. To carry on any other lawful business as from time to time determined by the Board of Directors. 3. To purchase, acquire, hold, mortgage, pledge, loan money upon, exchange, rent, sell and otherwise deal in personal property and real estate of every kind, character and description whatsoever and wheresoever situated, and any interest therein; in particular without limiting the generality of the foregoing, to acquire, hold, sell and otherwise deal in any part or all of the shares of stock, notes, bonds, debentures, or any other kind of security of any other corporation which is conducting a business similar to the business of this corporation or otherwise. 4. To apply for, obtain, purchase, take licenses in respect of, or otherwise acquire, and to hold, own, use, grant licenses in respect of, manufacture under, sell, assign, mortgage, pledge, or otherwise dispose of, any and all inventions, devices, processes, and any improvements and modifications thereof, and all Letters Patent of the United States or of any other country, state, territory or locality, and all rights connected therewith or pertaining thereto; any and all copyrights granted by the United States, or any other country, state, territory or locality, and any and all trademarks, trade names, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States or of any other country, state, territory or locality. 5. To acquire all or any part of the good will, rights, property and business of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, or other entity or individual, domestic or foreign, hereto fore or hereafter engaged in any business similar to the business of the corporation, and to pay for the same in cash, or in shares or in obligations of the corporation, or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights and property so acquired, and to conduct in the State of Ohio, or in any other state, territory, locality or country, the whole or any part of the business thus acquired, provided such business is not prohibited by the laws of the State of Ohio. -3- 6. To have one or more offices or plants. 7. To do any one or more of the acts or things expressed in this Article Third, either as principal or as agent, for or through the operation or control of any other persons, firm, association, corporation or body politic. 8. In addition to the acts and things herein set forth, to do such other acts and things as are or may be permitted by the General Corporation Law of Ohio and any amendments which may be made thereto and such other acts and things as may be necessary, convenient or expedient to carry out and accomplish any or all of the foregoing purposes. The foregoing paragraphs of this Article Third shall be construed as expressing independent purposes and powers, which shall not, except as otherwise expressly provided, be limited by reference to or inference from the provisions of any other paragraph; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of said corporation and are in furtherance of and in addition to and not in limitation of the general powers conferred upon the corporation by the said General Corporation Law of Ohio. FOURTH. The authorized number of shares of the corporation is One Million (1,000,000), all of which shall be common shares without par value. FIFTH. The corporation, when authorized to do so by its Board of Directors, may purchase any of its outstanding shares at such price and upon such terms as may be agreed upon between the corporation and the selling shareholder or shareholders. Any such purchase may be made either in the open market or at private or public sale. SIXTH. The holders of shares shall have no pre-emptive rights to purchase or to have offered to them for purchase any shares of the corporation. SEVENTH. The Code of Regulations previously set forth in the Agreement of Consolidation contained in the Certificate of Consolidation filed in the office of the Secretary of the State of Ohio on February 4, 1963, has from time to time thereafter been amended by the shareholders in accordance with Section 1701.11 of the Ohio Revised Code. Such Code of Regulations as so amended is contained in the minutes of the proceedings of the shareholders of the corporation, and such regulations as so amended shall (until hereafter amended by the shareholders, or until new regulations are adopted by the shareholders)he the regulations for the government of the corporation, the conduct of its affairs and the management of its property. -4- EIGHTH. These Amended Articles of Incorporation supersede the existing Articles of Incorporation as heretofore amended. IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 24th day of April, 1970. -s- Preston B. Heller, Jr. -------------------------------- President -s- William X. Haase -------------------------------- Secretary CERTIFICATE OF ADOPTION OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER- STANDARD ELECTRONICS, INC. Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located in the County of Cuyahoga of the State of Ohio do hereby certify that an annual meeting of the holders of the Shares of said corporation entitling them to vote on the proposal to amend the Amended Articles of Incorporation thereof, as contained in the following resolution, was duly called and notice thereof was duly given, and that said meeting was held on the 28th day of June, 1973, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles to exercise two-thirds of the voting power of the corporation on such proposal, following resolution to amend the Amended Articles was adopted: RESOLUTION RESOLVED, that article Fourth of the Amended Articles of Incorporation of this Corporation be and it hereby is amended so that it reads as follows: "FOURTH: The authorized number of shares of the Corporation is 2,000,000, all of which shall be common shares without par value." IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 17th day of May, 1974. -s- Preston B. Heller, Jr. -------------------------------- President -s- William X. Haase -------------------------------- Secretary CERTIFICATE OF ADOPTION OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located in the County of Cuyahoga of the State of Ohio do hereby certify that an annual meeting of the holders of the shares of said corporation entitling them to vote on the proposal to amend the Amended Articles of Incorporation thereof, as contained in the following resolution, was duly called and notice thereof was duly given, and that said meeting was held on the 28th day of June, 1979, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles to exercise two-thirds of the voting power of the corporation on such proposal, the following resolution to amend the Amended Articles was adopted: RESOLUTION RESOLVED, that Article Fourth of the Amended Articles of Incorporation of this Corporation be and it hereby is amended so that it reads as follows: "FOURTH: The authorized number of shares of the Corporation is 5,000,000, all of which shall be common shares without par value." IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 10th day of August 1979. -s- Preston B. Heller, Jr. -------------------------------- President -s- William X. Haase -------------------------------- Secretary CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCOPRORATION OF PIONEER-STANDARD ELECTRONICS, INC. Charter No. 317430 James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on June 28, 1984, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation: "RESOLVED, that Article FOURTH of the Company's Amended Articles of Incorporation be amended to read in its entirety as follows: FOURTH: The authorized number of shares of the corporation is Twenty Million (20,000,000) shares, all of which shall be Common Shares, without par value.' BE IT FURTHER RESOLVED, That the President and the Secretary of the Company be and they are hereby authorized and directed to file promptly in the office of the Secretary of State of Ohio an appropriate Certificate of Amendment, and to take such other action as may be appropriate, in order to render effective the foregoing amendment and carry out the purposes of these resolutions." IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 28th day of June, 1984. -s- James L. Bayman -------------------------------- James L. Bayman, President -s- John S. Zarka, -------------------------------- John S. Zarka, Secretary, CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Charter No. 317430 James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on June 27, 1985, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of adding a new Article SEVENTH to the Amended Articles of Incorporation of said corporation: "RESOLVED, that a new Article SEVENTH be added to the Company's Amended Articles of Incorporation to read in its entirety as follows: 'SEVENTH. A. A Business Combination (as hereinafter defined) shall be authorized and approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of the corporation entitled to vote generally in elections of Directors; provided, however, that the eighty percent (80%) voting requirement shall not be applicable if: 1. The Board of Directors of the corporation by affirmative vote, which shall include not less than a majority of the entire number of Continuing Directors (as hereinafter defined), (a) has approved in advance the acquisition of those outstanding shares of the corporation which caused the Interested Party (as hereinafter defined) to become an Interested Party or (b) has approved the Business Combination; or 2. The Business Combination is a merger or consolidation and the cash or Fair Market Value of other consideration to be received per share by holders of the common shares of the corporation in said merger or consolidation is not less than an amount equal to the sum of: (a) the greatest of (i) the highest per share price, including commissions, paid by the Interested Party for any shares of the same class or series during the two-year period ending on the date of the most recent purchase by the Interested Party of any such shares, or (ii) the highest sales price reported for shares of the same class or series traded on a national securities exchange or in the over-the-counter market during the two-year period preceding the first public announcement of the proposed business transaction; plus (b) interest on the per share price calculated at the rate of ten percent (10%) per annum, compounded annually from the date the Interested Party first became an Interested Party until the business combination is consummated, less the per share amount of cash dividends payable to holders of record on record dates in the interim up to the amount of such interest. For purposes of this clause (2), per share amounts will be adjusted for any stock dividend, stock split or similar transaction. B. For purposes of this Article Seventh: 1. The term "Business Combination" shall mean (a) any merger or consolidation of the corporation or a subsidiary of the corporation with or into an Interested Party, (b) any merger or consolidation of an Interested Party with or into the corporation or a subsidiary, (c) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) in which an Interested Party is involved, of any of the assets either of the corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary having a Fair Market Value in excess of $2,000,000, (d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Party, (e) the issuance or transfer (in one transaction or a series of transactions) by the corporation or a subsidiary of the corporation to an Interested Party of any securities of the corporation or such subsidiary, which securities have a Fair Market Value of $2,000,000 or more, or (f) any recapitalization, reclassification, merger or consolidation involving the corporation or a subsidiary of the corporation that would have the effect of increasing, directly or indirectly, the Interested Party's voting power in the corporation or such subsidiary. 2. The term "Interested Party" shall mean and include (a) any individual, corporation, partnership, trust or other person or entity which, together with its "affiliates" and "associates" (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 22, 1935) is or, with respect to a Business Combination, was within two years prior thereto a beneficial owner of shares aggregating ten percent (10%) or more of the aggregate voting power of any class of capital stock of the corporation entitled to vote generally in the election of Directors, and (b) any affiliate or associate of any such individual, corporation, partnership, trust or other person or entity. For the purposes of determining whether a person is an Interested Party, the number of shares deemed to be outstanding shall include shares which the Interested Party or any of its affiliates or associates has the right to acquire (whether immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise, but shall not include any other shares which may be issuable to any other person. 3. The term "Continuing Director" shall mean a director who is not an affiliate of an Interested Party and who was a member of the Board of Directors of the corporation immediately prior to the time that the Interested Party involved in a Business Combination became an Interested Party, and any successor to a Continuing Director who is not such an affiliate and who is nominated to succeed a Continuing Director by a majority of the Continuing Directors in office at the time of such nomination. 4. "Fair Market Value" shall mean the fair market value of the property in question as determined by a majority of the Continuing Directors in good faith. C. The provisions of this Article Seventh shall be construed liberally to the end that the consideration paid to holders whose shares are acquired by an Interested Party in connection with a merger or consolidation shall not be less favorable than that paid to holders of such shares prior to such merger or consolidation. Nothing contained in this Article Seventh shall be construed to relieve any Interested Party from any fiduciary duties or obligations imposed by law. D. Notwithstanding any other provision of the Amended Articles of Incorporation or the Amended Code of Regulations of the corporation and notwithstanding the fact that a lesser percentage may be specified by law, these Amended Articles of Incorporation or the Amended Code of Regulations of the corporation, the affirmative vote of the holders of not less than eighty percent (80%) of the then outstanding shares shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, this Article Seventh; provided, however, that this paragraph D shall not apply to, and the eighty percent (80%) vote shall not be required for, any amendment, alteration, change or repeal recommended to the shareholders by the Board of Directors of the corporation if the recommendation has been approved by at least two-thirds of the Continuing Directors. BE IT FURTHER RESOLVED, that current Article SEVENTH of the Company's Amended Articles of Incorporation be redesignated as Article EIGHTH. BE IT FURTHER RESOLVED, that the President and the Secretary of the Company be and they are hereby authorized and directed to file promptly in the Office of the Secretary of State of Ohio an appropriate Certificate of Amendment, and to take such other action as may be appropriate, in order to render effective the foregoing amendment and carry out the purposes of these resolutions." IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto Subscribed their names this 27th day of June, 1985. -s- James L. Bayman ------------------------------------- James L. Bayman, President -s- John S. Zarka ------------------------------------- John S. Zarka, Secretary CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Charter No, 317430 James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 26, 1994, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation: RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following: "FOURTH: The authorized number of shares of the corporation is Forty Million (40,000,000) shares, all of which shall; be Common Shares, without par value." IN WITNESS WHEREOF, said James L. Bayman, president, and John V. Goodger, Assistant Secretary, of Pioneer- Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 28th day of July, 1994. -s- James L. Bayman --------------------------------------- James L. Bayman, President -s- John V. Goodger, Assistant --------------------------------------- John V. Goodger, Assistant Secretary RECEIVED AUG 1 1994 Bob Taft Secretary of State CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Charter No. 317430 James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 23, 1996, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation: RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following: "FOURTH: The authorized number of shares of the corporation is Eighty Million (80,000,000) shares, all of which shall be Common Shares, without par value." IN WITNESS WHEREOF, said James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 29th day of July, 1996. -s- James L. Bayman ------------------------------------ James L. Bayman, President -s- John V. Goodger ------------------------------------ John V. Goodger, Assistant Secretary CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF PIONEER-STANDARD ELECTRONICS, INC. Charter No. 317430 William A. Papenbrock, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, does hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 29, 1997, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolution was adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation: RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following: "FOURTH: The authorized number of shares of the Corporation is Eighty-Five Million (85,000,000) shares, of which Eighty Million (80,000,000) shall be Common Shares, without par value, and Five Million (5,000,000) shall be Serial Preferred Shares, without par value. SUBDIVISION A PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES The Serial Preferred Shares may be issued, from time to time, in one or more series, with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereon, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such series as adopted by the Board of Directors. The Board of Directors, in such resolution or resolutions (a copy of which shall be filed and recorded as required by law), is also expressly authorized to fix: (a) The distinctive serial designations and the division of such shares into series and the number of shares of a particular series, which may be increased or decreased, but not below the number of shares thereof then outstanding, by a certificate made, signed, filed and recorded as required by law; (b) The annual dividend rate for the particular series, and the date or dates from which dividends on all shares of such series shall be cumulative, if dividends on shares of the particular series shall be cumulative; (c) The redemption price or prices, if any, for the particular series; (d) The right, if any, of the holders of a particular series to convert such shares into other classes of shares, and the terms and conditions of such conversions; and (e) The obligation, if any, of the Corporation to purchase and retire and redeem shares of a particular series as a sinking fund or redemption or purchase account, the terms thereof and the redemption price or prices per share for such series redeemed pursuant to the sinking fund or redemption or purchase account. All shares of any one series of Serial Preferred Shares shall be alike in every particular and all series shall rank equally and be identical in all respects except insofar as they may vary with respect to the matters which the Board of Directors is hereby expressly authorized to determine in the resolution or resolutions providing for the issuance of any series of the Serial Preferred Shares. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, then before any distribution or payment shall have been made to the holders of the Common Shares, the holders of the Serial Preferred Shares of each series shall be entitled to be paid, or to have set apart in trust for payment, an amount from the net assets of the Corporation equal to that stated and expressed in the resolution or resolutions adopted by the Board of Directors which provide for the issuance of such series, respectively. The remaining net assets of the Corporation shall be distributed solely among the holders of the Common Shares according to their respective shares. 2 The holders of Serial Preferred Shares shall be entitled to one vote for each Serial Preferred Share upon all matters presented to the shareholders, and, except as otherwise provided by these Amended Articles of Incorporation or required by law, the holders of Serial Preferred Shares and the holders of Common Shares shall vote together as one class on all matters. No adjustment of the voting rights of holders of Serial Preferred Shares shall be made in the event of an increase or decrease in the number of Common Shares authorized or issued or in the event of a stock split or combination of the Common Shares in the event of a stock dividend on any class of shares payable solely in Common Shares. The affirmative vote of the holders of at least two-thirds of the Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of Serial Preferred Shares shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Serial Preferred Shares are concerned, such amendment may be adopted with such vote) which: (i) changes issued Serial Preferred Shares of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or (ii) changes the express terms of the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series thereof then outstanding; or (iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security into shares of any class, ranking prior to the Serial Preferred Shares; or (iv) changes the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series of Serial Preferred Shares then outstanding; and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Serial 3 Preferred Shares shall vote separately as a series, shall he necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Serial Preferred Shares are concerned, such amendment may be adopted with such vote) which: (i) changes issued Serial Preferred Shares of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or a different number of shares of the Corporation of any other class or series; or (ii) changes the express terms of any series of the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or (iii) changes the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series of Serial Preferred Shares then outstanding. Whenever reference is made herein to shares "ranking prior to the Serial Preferred Shares," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares; whenever reference is made to shares "on a parity with the Serial Preferred Shares," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares and (ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Serial Preferred Shares: and whenever reference is made to shares "ranking junior to the Serial Preferred Shares," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to 4 distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Serial Preferred Shares. SUBDIVISION B PROVISIONS APPLICABLE TO COMMON SHARES The Common Shares shall be subject to the express terms of the Serial Preferred Shares and of any series thereof. Each Common Share shall be equal to every other Common Share and the holders thereof shall have such rights as are provided by law and, except as otherwise provided herein or as required by law, shall be entitled to one vote for each share held by them upon all matters presented to shareholders." IN WITNESS WHEREOF, said William A. Papenbrock, Secretary of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, has hereunto subscribed his name this 1st day of August, 1997. -s- William A. Papenbrock ----------------------------------------- William A. Papenbrock, Secretary 5

DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 09/15/2003 200325800924 DOMESTIC/AMENDMENT TO ARTICLES 50.00 100.00 .00 .00 .00 (AMD)

RECEIPT This is not a bill. Please do not remit payment. CALFEE HALTER, ESQ. 1650 FIFTH THIRD CENTER 21 E. STATE STREET COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL 317430 It is hereby certified that the Secretary of State of Ohio has custody of the business records for AGILYSYS, INC. and, that said business records show the filing and recording of: Document(s): Document No(s): DOMESTIC/AMENDMENT TO ARTICLES 200325800924 [SEAL] Witness my hand and the seal of the United States of America Secretary of State at Columbus, State of Ohio Ohio this 15th day of September, Office of the Secretary of State A.D. 2003. J. Kenneth Blackwell Ohio Secretary of State PRESCRIBED BY J.KENNETH BLACKWELL OHIO Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) [SEAL] www.state.oh.us/sos e-mail: busserv@sos state.oh us Expedite this Form: (Select one) Mall Form to one of the Following: [R]Yes PO Box 1390 Columbus, OH 43216 "' Requires an additional fee of $100'" PO Box 1028 [ ]No Columbus, OH 43216 Certificate of Amendment by Shareholders or Members (Domestic) Filing Fee $50 00 (CHECK-ONLY ONE (1) BOX) (1) Domestic for PLEASE READ (2) Domestic Profit INSTRUCTIONS Non-Profit [ ] Amended [X] Amendment [ ] Amended [ ] Amendment (122-AMAP) (125-AMDS) (126-AMAN) (128-AMD) Complete the general information In this section for the box checked above. Name of Corporation Pioneer-Standard Electronics, Inc. Charter Number 317430 Name of Officer Kathryn K. Vanderwist Title Assistant Secretary [ ] Please check if additional provisions attached The above named Ohio corporation, does hereby certify that: [X] A meeting of the [X] shareholders [ ] directors (non-profit amanded articles only) [ ] members was duly called and held on September 12,2003 ----------------- (Date) at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 82% as the voting power of the corporation. [ ] In a writing signed by all of the [ ] shareholders [ ] directors (non- profit amended articles only) [ ] members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit Clause applies if amended box Is checked. Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto Page 1 of 2 Last Revised: May 2002 All of the following information must be completed If an amended box is checked. If an amendment box Is checked, complete the areas that apply. FIRST: The name of the corporation Is: Agilysys, Inc. SECOND: The place in the State of Ohio where its principal office is located in the city of: _______________________________ ________________________________ (City, village or township) (County) THIRD: The purposes of the corporation are as follows: _______________________________________________________________________ _______________________________________________________________________ FOURTH: The number of shares which the corporation is authorized to have outstanding is: ______________________________________ (Does not apply to box (2)) REQUIRED Kathryn K.Vanderwist SEPT. 12,2003 Must be authenticated ------------------------- ------------- (signed) by an authorized Authorized Representative Date representative (See Instructions) Kathryn K.Vanderwist, Assistant Secretary ------------------------------- (Print Name) ______________________________ ______________________________ [ ] [ ] Authorized Representative Date ______________________________ (Print Name) ______________________________ ______________________________ Page 2 Of 2 Last Revised: May 2002 EX-31.1 4 l03576aexv31w1.txt EX-31.1 CERTIFICATION OF CEO SECTION 302 EXHIBIT 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Arthur Rhein, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: November 13, 2003 By: /s/ ARTHUR RHEIN ----------------------------------------- Arthur Rhein Chairman, President and Chief Executive Officer 23 EX-31.2 5 l03576aexv31w2.txt EX-31.2 CERTIFICATION OF CFO SECTION 302 EXHIBIT 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Steven M. Billick, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: November 13, 2003 By: /s/ STEVEN M. BILLICK ----------------------------------------- Steven M. Billick Executive Vice President, Treasurer and Chief Financial Officer 24 EX-32.1 6 l03576aexv32w1.txt EX-32.1 CERTIFICATION OF CEO SECTION 906 EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Agilysys, Inc., an Ohio corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 13, 2003 By: /s/ ARTHUR RHEIN ----------------------------------------- Arthur Rhein Chairman, President and Chief Executive Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 25 EX-32.2 7 l03576aexv32w2.txt EX-32.2 CERTIFICATION OF CFO SECTION 906 EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Agilysys, Inc., an Ohio corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 13, 2003 By: /s/ STEVEN M. BILLICK ----------------------------------------- Steven M. Billick Executive Vice President, Treasurer and Chief Financial Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 26 10-Q 8 l03576ae10vqxpdfy.pdf (COURTESY COPY) begin 644 l03576ae10vqxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C@Y(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`Y,2`-+T@@6R`Q,#,U(#4P-2!=(`TO3"`T,S`R,3@@#2]%(#(T,S(Y(`TO M3B`R,R`-+U0@-#(X,S(P(`T^/B`-96YD;V)J#2`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("!XF4@,3(P#2]);F9O(#@X(#`@4B`-+U)O;W0@.3`@,"!2(`TO M4')E=B`T,C@S,3`@#2])1%L\.&0U,V4P-F,R9C`X-&(W.&)E-31E8C`R8S=C M.6)E.&4^/#AD-3-E,#9C,F8P.#1B-SAB934T96(P,F,W8SEB93AE/ET-/CX- M5A-[A?W4Y88%O87\C M.Y?`P=#4XA0+!P8&+Y\C2]6\>9:MXLV:4CP'9I`2)^_2F8E%'I'+)!6FW>-1 MOY;9%I[3%)>9%E&[B;,2*/7MA.JS::GM)Q739J0T18-$/G'R/CN4NG1^;!-( METJ[-$CP.R?O]B;%].N9TV2`Y@"UUZAS*I@O*-T6$?GU84;;G8H9LI$_HE+; MF3DF25=^G9XYC:E@PHG,-,G80TX*9M-26T^H'IV5.(FS$&C+=([(91$@[@0& MI8Z.!@:.C@X&(&)PZ0"1,!$0@Z.C@34"R%92ZH"H8?$`\RQ`BL!Z&8R-.\"T M(%BS:@2(PP0DF,#20#&@&2Q@S:2$)1`X,[!%>@-I:5`@@D5$&7C9!,1;7:0> M,'#^86"R$LWH9F!2=V#H.,*@U,[`L:6!26T!0XOPUO!ZG@5+&^X8"#;TB&@: MIG(*_6H`ZP<(,`!T*Z;-#65N9'-T"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O M<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH- M.3(@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3 M,2`Q,3<@,"!2(#X^(`T^/B`-96YD;V)J#3DS(#`@;V)J#3P\(`TO5'EP92`O M1F]N="`-+U-U8G1Y<&4@+U1Y<&4Q(`TO1FER7!E("]&;VYT1&5S8W)I<'1O2]Z M97)O+TTO;B]O;F4O02]K+T\O='=O+VTO42]X+W1HK<'!(C=@SU? 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EX-3.1

                                                                     Exhibit 3.1
                             CERTIFICATE OF ADOPTION

                                       OF

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

         Preston B. Heller ,Jr., President, and William X. Haase, Secretary of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located at Cuyahoga County, Ohio, do hereby certify that a special
meeting of the holders of the shares of said corporation entitling them to vote
on the proposal to adopt Amended Articles of Incorporation as contained in the
following resolution, was duly called for such purpose and held on the 17th day
of April, 1970, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution was
adopted:

                                   RESOLUTION

                  RESOLVED, that the following Amended Articles of Incorporation
         be, and the same hereby are, adopted to supersede the existing Articles
         of Incorporation as heretofore amended:

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

                  FIRST. The name of the corporation is Pioneer-Standard
         Electronics, Inc.

                  SECOND. The place in the State of Ohio where the principal
         office of the corporation is to be located is the City of Cleveland,
         Cuyahoga County.

                  THIRD. The purposes of the corporation are as follows:

                  1.       To manufacture, produce, process, purchase and sell
                           as distributor, wholesaler, retailer, or otherwise,
                           and to



                                      -2-

                           act as agent or broker in the buying, selling,
                           leasing and otherwise dealing in electric,
                           electronic, radio and television equipment, including
                           without limitation of the foregoing, electrical and
                           mechanical instruments, motors, parts, appliances,
                           components and other similar devices and to do and
                           perform all other acts as shall be necessary,
                           incidental or otherwise related to the exercise of
                           the foregoing purposes.

                  2.       To carry on any other lawful business as from time to
                           time determined by the Board of Directors.

                  3.       To purchase, acquire, hold, mortgage, pledge, loan
                           money upon, exchange, rent, sell and otherwise deal
                           in personal property and real estate of every kind,
                           character and description whatsoever and wheresoever
                           situated, and any interest therein; in particular
                           without limiting the generality of the foregoing, to
                           acquire, hold, sell and otherwise deal in any part or
                           all of the shares of stock, notes, bonds, debentures,
                           or any other kind of security of any other
                           corporation which is conducting a business similar to
                           the business of this corporation or otherwise.

                  4.       To apply for, obtain, purchase, take licenses in
                           respect of, or otherwise acquire, and to hold, own,
                           use, grant licenses in respect of, manufacture under,
                           sell, assign, mortgage, pledge, or otherwise dispose
                           of, any and all inventions, devices, processes, and
                           any improvements and modifications thereof, and all
                           Letters Patent of the United States or of any other
                           country, state, territory or locality, and all rights
                           connected therewith or pertaining thereto; any and
                           all copyrights granted by the United States, or any
                           other country, state, territory or locality, and any
                           and all trademarks, trade names, trade symbols and
                           other indications of origin and ownership granted by
                           or recognized under the laws of the United States or
                           of any other country, state, territory or locality.

                  5.       To acquire all or any part of the good will, rights,
                           property and business of any corporation,
                           association, partnership, firm, trustee, syndicate,
                           combination, organization, or other entity or
                           individual, domestic or foreign, hereto fore or
                           hereafter engaged in any business similar to the
                           business of the corporation, and to pay for the same
                           in cash, or in shares or in obligations of the
                           corporation, or otherwise, and to hold, utilize,
                           enjoy and in any manner dispose of the whole or any
                           part of the rights and property so acquired, and to
                           conduct in the State of Ohio, or in any other state,
                           territory, locality or country, the whole or any part
                           of the business thus acquired, provided such business
                           is not prohibited by the laws of the State of Ohio.



                                       -3-

                  6.       To have one or more offices or plants.

                  7.       To do any one or more of the acts or things expressed
                           in this Article Third, either as principal or as
                           agent, for or through the operation or control of any
                           other persons, firm, association, corporation or body
                           politic.

                  8.       In addition to the acts and things herein set forth,
                           to do such other acts and things as are or may be
                           permitted by the General Corporation Law of Ohio and
                           any amendments which may be made thereto and such
                           other acts and things as may be necessary, convenient
                           or expedient to carry out and accomplish any or all
                           of the foregoing purposes.

                  The foregoing paragraphs of this Article Third shall be
         construed as expressing independent purposes and powers, which shall
         not, except as otherwise expressly provided, be limited by reference to
         or inference from the provisions of any other paragraph; and it is
         hereby expressly provided that the foregoing enumeration of specific
         powers shall not be held to limit or restrict in any manner the powers
         of said corporation and are in furtherance of and in addition to and
         not in limitation of the general powers conferred upon the corporation
         by the said General Corporation Law of Ohio.

                  FOURTH. The authorized number of shares of the corporation is
         One Million (1,000,000), all of which shall be common shares without
         par value.

                  FIFTH. The corporation, when authorized to do so by its Board
         of Directors, may purchase any of its outstanding shares at such price
         and upon such terms as may be agreed upon between the corporation and
         the selling shareholder or shareholders. Any such purchase may be made
         either in the open market or at private or public sale.

                  SIXTH. The holders of shares shall have no pre-emptive rights
         to purchase or to have offered to them for purchase any shares of the
         corporation.

         SEVENTH. The Code of Regulations previously set forth in the Agreement
of Consolidation contained in the Certificate of Consolidation filed in the
office of the Secretary of the State of Ohio on February 4, 1963, has from time
to time thereafter been amended by the shareholders in accordance with Section
1701.11 of the Ohio Revised Code. Such Code of Regulations as so amended is
contained in the minutes of the proceedings of the shareholders of the
corporation, and such regulations as so amended shall (until hereafter amended
by the shareholders, or until new regulations are adopted by the shareholders)he
the regulations for the government of the corporation, the conduct of its
affairs and the management of its property.



                                       -4-

         EIGHTH. These Amended Articles of Incorporation supersede the existing
Articles of Incorporation as heretofore amended.

         IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
24th day of April, 1970.

                                                  -s-  Preston B. Heller, Jr.
                                                --------------------------------
                                                         President

                                                  -s- William X. Haase
                                                --------------------------------
                                                           Secretary



                             CERTIFICATE OF ADOPTION

                                       OF

                 AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

                                       OF
                       PIONEER- STANDARD ELECTRONICS, INC.

         Preston B. Heller, Jr., President, and William X. Haase, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the Shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution, was duly called
and notice thereof was duly given, and that said meeting was held on the 28th
day of June, 1973, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, following resolution to amend the Amended Articles
was adopted:

                                   RESOLUTION

         RESOLVED, that article Fourth of the Amended Articles of
Incorporation of this Corporation be and it hereby is amended so that it reads
as follows:

                  "FOURTH: The authorized number of shares of the Corporation is
                  2,000,000, all of which shall be common shares without par
                  value."

         IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
17th day of May, 1974.

                                                    -s- Preston B. Heller, Jr.
                                                --------------------------------
                                                            President

                                                    -s- William X. Haase
                                                --------------------------------
                                                             Secretary



                             CERTIFICATE OF ADOPTION

                                       OF

                 AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

                                       OF
                       PIONEER-STANDARD ELECTRONICS, INC.

         Preston B. Heller, Jr., President, and William X. Haase, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution, was duly called
and notice thereof was duly given, and that said meeting was held on the 28th
day of June, 1979, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, the following resolution to amend the Amended
Articles was adopted:

                                   RESOLUTION

         RESOLVED, that Article Fourth of the Amended Articles of Incorporation
of this Corporation be and it hereby is amended so that it reads as follows:

                  "FOURTH: The authorized number of shares of the Corporation is
                  5,000,000, all of which shall be common shares without par
                  value."

         IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
10th day of August 1979.

                                                    -s- Preston B. Heller, Jr.
                                                --------------------------------
                                                            President

                                                    -s- William X. Haase
                                                --------------------------------
                                                             Secretary



                           CERTIFICATE OF AMENDMENT

                                      TO

                      AMENDED ARTICLES OF INCOPRORATION

                                      OF

                      PIONEER-STANDARD ELECTRONICS, INC.

                                                              Charter No. 317430

         James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 28, 1984, at which meeting a quorum of such Shareholders
was present in person or by proxy at all times, and that by the affirmative vote
of the holders of shares entitling them to exercise two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of amending Article FOURTH of the Amended Articles of Incorporation of
said corporation:

                  "RESOLVED, that Article FOURTH of the Company's Amended
         Articles of Incorporation be amended to read in its entirety as
         follows:

                           FOURTH: The authorized number of shares of the
                  corporation is Twenty Million (20,000,000) shares, all of
                  which shall be Common Shares, without par value.'

                  BE IT FURTHER RESOLVED, That the President and the Secretary
         of the Company be and they are hereby authorized and directed to file
         promptly in the office of the Secretary of State of Ohio an appropriate
         Certificate of Amendment, and to take such other action as may be
         appropriate, in order to render effective the foregoing amendment and
         carry out the purposes of these resolutions."

         IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto subscribed their names this 28th day of June,
1984.

                                                 -s- James L. Bayman
                                                --------------------------------
                                                     James L. Bayman, President

                                                 -s- John S. Zarka,
                                                --------------------------------
                                                     John S. Zarka, Secretary,



                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

                                                              Charter No. 317430

         James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 27, 1985, at which meeting a quorum of such Shareholders
was present in person or by proxy at all times, and that by the affirmative vote
of the holders of shares entitling them to exercise two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of adding a new Article SEVENTH to the Amended Articles of Incorporation
of said corporation:

                  "RESOLVED, that a new Article SEVENTH be added to the
         Company's Amended Articles of Incorporation to read in its entirety as
         follows:

         'SEVENTH.

                  A.       A Business Combination (as hereinafter defined) shall
         be authorized and approved by the affirmative vote of the holders of
         not less than eighty percent (80%) of the outstanding shares of the
         corporation entitled to vote generally in elections of Directors;
         provided, however, that the eighty percent (80%) voting requirement
         shall not be applicable if:

                           1.       The Board of Directors of the corporation by
                  affirmative vote, which shall include not less than a majority
                  of the entire number of Continuing Directors (as hereinafter
                  defined), (a) has approved in advance the acquisition of those
                  outstanding shares of the corporation which caused the
                  Interested Party (as hereinafter defined) to become an
                  Interested Party or (b) has approved the Business
                  Combination; or

                           2.       The Business Combination is a merger or
                  consolidation and the cash or Fair Market Value of other
                  consideration to be received per share by holders of the
                  common shares of the corporation in said merger or
                  consolidation is not less than an amount equal to the sum of:



                                    (a)      the greatest of (i) the highest per
                           share price, including commissions, paid by the
                           Interested Party for any shares of the same class or
                           series during the two-year period ending on the date
                           of the most recent purchase by the Interested Party
                           of any such shares, or (ii) the highest sales price
                           reported for shares of the same class or series
                           traded on a national securities exchange or in the
                           over-the-counter market during the two-year period
                           preceding the first public announcement of the
                           proposed business transaction; plus

                                    (b)      interest on the per share price
                           calculated at the rate of ten percent (10%) per
                           annum, compounded annually from the date the
                           Interested Party first became an Interested Party
                           until the business combination is consummated, less
                           the per share amount of cash dividends payable to
                           holders of record on record dates in the interim up
                           to the amount of such interest.

                  For purposes of this clause (2), per share amounts will be
                  adjusted for any stock dividend, stock split or similar
                  transaction.

                  B.       For purposes of this Article Seventh:

                           1.       The term "Business Combination" shall mean
                  (a) any merger or consolidation of the corporation or a
                  subsidiary of the corporation with or into an Interested
                  Party, (b) any merger or consolidation of an Interested Party
                  with or into the corporation or a subsidiary, (c) any sale,
                  lease, exchange, mortgage, pledge, transfer or other
                  disposition (in one transaction or a series of transactions)
                  in which an Interested Party is involved, of any of the assets
                  either of the corporation (including without limitation any
                  voting securities of a subsidiary) or of a subsidiary having a
                  Fair Market Value in excess of $2,000,000, (d) the adoption of
                  any plan or proposal for the liquidation or dissolution of the
                  corporation proposed by or on behalf of any Interested Party,
                  (e) the issuance or transfer (in one transaction or a series
                  of transactions) by the corporation or a subsidiary of the
                  corporation to an Interested Party of any securities of the
                  corporation or such subsidiary, which securities have a Fair
                  Market Value of $2,000,000 or more, or (f) any
                  recapitalization, reclassification, merger or consolidation
                  involving the corporation or a subsidiary of the corporation
                  that would have the effect of increasing, directly or
                  indirectly, the Interested Party's voting power in the
                  corporation or such subsidiary.



                           2.       The term "Interested Party" shall mean and
                  include (a) any individual, corporation, partnership, trust or
                  other person or entity which, together with its "affiliates"
                  and "associates" (as those terms are defined in Rule 12b-2 of
                  the General Rules and Regulations under the Securities
                  Exchange Act of 1934, as in effect on May 22, 1935) is or,
                  with respect to a Business Combination, was within two years
                  prior thereto a beneficial owner of shares aggregating ten
                  percent (10%) or more of the aggregate voting power of any
                  class of capital stock of the corporation entitled to vote
                  generally in the election of Directors, and (b) any affiliate
                  or associate of any such individual, corporation, partnership,
                  trust or other person or entity. For the purposes of
                  determining whether a person is an Interested Party, the
                  number of shares deemed to be outstanding shall include shares
                  which the Interested Party or any of its affiliates or
                  associates has the right to acquire (whether immediately or
                  only after the passage of time) pursuant to any agreement,
                  arrangement or understanding, or upon exercise of conversion
                  rights, warrants, or options, or otherwise, but shall not
                  include any other shares which may be issuable to any other
                  person.

                           3.       The term "Continuing Director" shall mean a
                  director who is not an affiliate of an Interested Party and
                  who was a member of the Board of Directors of the corporation
                  immediately prior to the time that the Interested Party
                  involved in a Business Combination became an Interested Party,
                  and any successor to a Continuing Director who is not such an
                  affiliate and who is nominated to succeed a Continuing
                  Director by a majority of the Continuing Directors in office
                  at the time of such nomination.

                           4.       "Fair Market Value" shall mean the fair
                  market value of the property in question as determined by a
                  majority of the Continuing Directors in good faith.

                  C.       The provisions of this Article Seventh shall be
         construed liberally to the end that the consideration paid to holders
         whose shares are acquired by an Interested Party in connection with a
         merger or consolidation shall not be less favorable than that paid to
         holders of such shares prior to such merger or consolidation. Nothing
         contained in this Article Seventh shall be construed to relieve any
         Interested Party from any fiduciary duties or obligations imposed by
         law.

                  D.       Notwithstanding any other provision of the Amended
         Articles of Incorporation or the Amended Code of Regulations of the
         corporation and notwithstanding the fact that a lesser percentage may
         be specified by law, these Amended Articles of Incorporation or the
         Amended Code of Regulations of the corporation, the affirmative



         vote of the holders of not less than eighty percent (80%) of the then
         outstanding shares shall be required to amend, alter, change or repeal,
         or adopt any provisions inconsistent with, this Article Seventh;
         provided, however, that this paragraph D shall not apply to, and the
         eighty percent (80%) vote shall not be required for, any amendment,
         alteration, change or repeal recommended to the shareholders by the
         Board of Directors of the corporation if the recommendation has been
         approved by at least two-thirds of the Continuing Directors.

                  BE IT FURTHER RESOLVED, that current Article SEVENTH of the
         Company's Amended Articles of Incorporation be redesignated as Article
         EIGHTH.

                  BE IT FURTHER RESOLVED, that the President and the Secretary
         of the Company be and they are hereby authorized and directed to file
         promptly in the Office of the Secretary of State of Ohio an
         appropriate Certificate of Amendment, and to take such other action as
         may be appropriate, in order to render effective the foregoing
         amendment and carry out the purposes of these resolutions."

         IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto Subscribed their names this 27th day of June,
1985.

                                           -s- James L. Bayman
                                           -------------------------------------
                                               James L. Bayman, President

                                           -s- John  S. Zarka
                                           -------------------------------------
                                               John  S. Zarka, Secretary



                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

                                                              Charter No, 317430

                  James L. Bayman, President, and John V. Goodger, Assistant
Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby
certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc.
was duly called and held on July 26, 1994, at which meeting a quorum of such
Shareholders was present in person or by proxy at all times, and that by the
affirmative vote of the holders of shares entitling them to exercise at least
two-thirds of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of the Amended Articles
of Incorporation of said corporation:

                  RESOLVED, that Article FOURTH of the Amended Articles of
         Incorporation shall be deleted and replaced by the following:

                           "FOURTH: The authorized number of shares of the
                  corporation is Forty Million (40,000,000) shares, all of which
                  shall; be Common Shares, without par value."

         IN WITNESS WHEREOF, said James L. Bayman, president, and John V.
Goodger, Assistant Secretary, of Pioneer- Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
28th day of July, 1994.

                                         -s- James L. Bayman
                                         ---------------------------------------
                                         James L. Bayman, President

                                         -s- John V. Goodger, Assistant
                                         ---------------------------------------
                                         John V. Goodger, Assistant Secretary

                                                                        RECEIVED

                                                                      AUG 1 1994

                                                             Bob Taft
                                                             Secretary of State



                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

                                                              Charter No. 317430

                  James L. Bayman, President, and John V. Goodger, Assistant
Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby
certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc.
was duly called and held on July 23, 1996, at which meeting a quorum of such
Shareholders was present in person or by proxy at all times, and that by the
affirmative vote of the holders of shares entitling them to exercise at least
two-thirds of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of the Amended Articles
of Incorporation of said corporation:

                  RESOLVED, that Article FOURTH of the Amended Articles of
         Incorporation shall be deleted and replaced by the following:

                           "FOURTH: The authorized number of shares of the
                  corporation is Eighty Million (80,000,000) shares, all of
                  which shall be Common Shares, without par value."

         IN WITNESS WHEREOF, said James L. Bayman, President, and John V.
Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
29th day of July, 1996.

                                            -s- James L. Bayman
                                            ------------------------------------
                                            James L. Bayman, President

                                            -s- John V. Goodger
                                            ------------------------------------
                                            John V. Goodger, Assistant Secretary



                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       PIONEER-STANDARD ELECTRONICS, INC.

                                                              Charter No. 317430

                  William A. Papenbrock, Secretary, of Pioneer-Standard
Electronics, Inc., an Ohio corporation, does hereby certify that a meeting of
the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held
on July 29, 1997, at which meeting a quorum of such Shareholders was present in
person or by proxy at all times, and that by the affirmative vote of the holders
of shares entitling them to exercise at least two-thirds of the voting power of
said corporation, the following resolution was adopted for the purpose of
amending Article FOURTH of the Amended Articles of Incorporation of said
corporation:

                  RESOLVED, that Article FOURTH of the Amended Articles of
Incorporation shall be deleted and replaced by the following:

                           "FOURTH: The authorized number of shares of the
                  Corporation is Eighty-Five Million (85,000,000) shares, of
                  which Eighty Million (80,000,000) shall be Common Shares,
                  without par value, and Five Million (5,000,000) shall be
                  Serial Preferred Shares, without par value.

                                  SUBDIVISION A
                PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES

                           The Serial Preferred Shares may be issued, from time
                  to time, in one or more series, with such designations,
                  preferences and relative, participating, optional or other
                  special rights, and qualifications, limitations or
                  restrictions thereon, as shall be stated and expressed in the
                  resolution or resolutions providing for the issuance of such
                  series as adopted by the Board of Directors. The Board of
                  Directors, in such resolution or resolutions (a copy of which
                  shall be filed and recorded as required by law), is also
                  expressly authorized to fix:

                                    (a)      The distinctive serial designations
                           and the division of such shares into series and the
                           number of shares of a particular series, which may be
                           increased or decreased,



                           but not below the number of shares thereof then
                           outstanding, by a certificate made, signed, filed and
                           recorded as required by law;

                                    (b)      The annual dividend rate for the
                           particular series, and the date or dates from which
                           dividends on all shares of such series shall be
                           cumulative, if dividends on shares of the particular
                           series shall be cumulative;

                                    (c)      The redemption price or prices, if
                           any, for the particular series;

                                    (d)      The right, if any, of the holders
                           of a particular series to convert such shares into
                           other classes of shares, and the terms and conditions
                           of such conversions; and

                                    (e)      The obligation, if any, of the
                           Corporation to purchase and retire and redeem shares
                           of a particular series as a sinking fund or
                           redemption or purchase account, the terms thereof and
                           the redemption price or prices per share for such
                           series redeemed pursuant to the sinking fund or
                           redemption or purchase account.

                           All shares of any one series of Serial Preferred
                  Shares shall be alike in every particular and all series shall
                  rank equally and be identical in all respects except insofar
                  as they may vary with respect to the matters which the Board
                  of Directors is hereby expressly authorized to determine in
                  the resolution or resolutions providing for the issuance of
                  any series of the Serial Preferred Shares.

                           In the event of any liquidation, dissolution or
                  winding up of the affairs of the Corporation, then before any
                  distribution or payment shall have been made to the holders of
                  the Common Shares, the holders of the Serial Preferred Shares
                  of each series shall be entitled to be paid, or to have set
                  apart in trust for payment, an amount from the net assets of
                  the Corporation equal to that stated and expressed in the
                  resolution or resolutions adopted by the Board of Directors
                  which provide for the issuance of such series, respectively.
                  The remaining net assets of the Corporation shall be
                  distributed solely among the holders of the Common Shares
                  according to their respective shares.

                                       2



                           The holders of Serial Preferred Shares shall be
                  entitled to one vote for each Serial Preferred Share upon all
                  matters presented to the shareholders, and, except as
                  otherwise provided by these Amended Articles of Incorporation
                  or required by law, the holders of Serial Preferred Shares and
                  the holders of Common Shares shall vote together as one class
                  on all matters. No adjustment of the voting rights of holders
                  of Serial Preferred Shares shall be made in the event of an
                  increase or decrease in the number of Common Shares authorized
                  or issued or in the event of a stock split or combination of
                  the Common Shares in the event of a stock dividend on any
                  class of shares payable solely in Common Shares.

                           The affirmative vote of the holders of at least
                  two-thirds of the Serial Preferred Shares at the time
                  outstanding, given in person or by proxy at a meeting called
                  for the purpose at which the holders of Serial Preferred
                  Shares shall vote separately as a class, shall be necessary to
                  adopt any amendment to the Amended Articles of Incorporation
                  (but so far as the holders of Serial Preferred Shares are
                  concerned, such amendment may be adopted with such vote)
                  which:

                           (i)      changes issued Serial Preferred Shares of
                  all series then outstanding into a lesser number of shares of
                  the Corporation of the same class and series or into the same
                  or a different number of shares of the Corporation of any
                  other class or series; or

                           (ii)     changes the express terms of the Serial
                  Preferred Shares in any manner substantially prejudicial to
                  the holders of all series thereof then outstanding; or

                           (iii)    authorizes shares of any class, or any
                  security convertible into shares of any class, or authorizes
                  the conversion of any security into shares of any class,
                  ranking prior to the Serial Preferred Shares; or

                           (iv)     changes the express terms of issued shares
                  of any class ranking prior to the Serial Preferred Shares in
                  any manner substantially prejudicial to the holders of all
                  series of Serial Preferred Shares then outstanding;

         and the affirmative vote of the holders of at least two-thirds of the
         shares of each affected series of Serial Preferred Shares at the time
         outstanding, given in person or by proxy at a meeting called for the
         purpose at which the holders of each affected series of Serial

                                       3


         Preferred Shares shall vote separately as a series, shall he necessary
         to adopt any amendment to the Amended Articles of Incorporation (but so
         far as the holders of each such series of Serial Preferred Shares are
         concerned, such amendment may be adopted with such vote) which:

                           (i)      changes issued Serial Preferred Shares of
                  one or more but not all series then outstanding into a lesser
                  number of shares of the Corporation of the same series or into
                  the same or a different number of shares of the Corporation of
                  any other class or series; or

                           (ii)     changes the express terms of any series of
                  the Serial Preferred Shares in any manner substantially
                  prejudicial to the holders of one or more but not all series
                  thereof then outstanding; or

                           (iii)    changes the express terms of issued shares
                  of any class ranking prior to the Serial Preferred Shares in
                  any manner substantially prejudicial to the holders of one or
                  more but not all series of Serial Preferred Shares then
                  outstanding.

                  Whenever reference is made herein to shares "ranking prior to
         the Serial Preferred Shares," such reference shall mean and include all
         shares of the Corporation in respect of which the rights of the holders
         thereof either as to the payment of dividends or as to distributions in
         the event of a voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation are given preference over the rights of
         the holders of Serial Preferred Shares; whenever reference is made to
         shares "on a parity with the Serial Preferred Shares," such reference
         shall mean and include all shares of the Corporation in respect of
         which the rights of the holders thereof (i) neither as to the payment
         of dividends nor as to distributions in the event of a voluntary or
         involuntary liquidation, dissolution or winding up of the Corporation
         are given preference over the rights of the holders of Serial Preferred
         Shares and (ii) either as to the payment of dividends or as to
         distributions in the event of a voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation rank on an equality
         (except as to the amounts fixed therefor) with the rights of the
         holders of Serial Preferred Shares: and whenever reference is made to
         shares "ranking junior to the Serial Preferred Shares," such reference
         shall mean and include all shares of the Corporation in respect of
         which the rights of the holders thereof both as to the payment of
         dividends and as to

                                       4


         distributions in the event of a voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation are junior and subordinate
         to the rights of the holders of the Serial Preferred Shares.

                                  SUBDIVISION B
                     PROVISIONS APPLICABLE TO COMMON SHARES

                  The Common Shares shall be subject to the express terms of the
         Serial Preferred Shares and of any series thereof. Each Common Share
         shall be equal to every other Common Share and the holders thereof
         shall have such rights as are provided by law and, except as otherwise
         provided herein or as required by law, shall be entitled to one vote
         for each share held by them upon all matters presented to
         shareholders."

         IN WITNESS WHEREOF, said William A. Papenbrock, Secretary of
Pioneer-Standard Electronics, Inc., acting for and on behalf of said
corporation, has hereunto subscribed his name this 1st day of August, 1997.

                                       -s- William A. Papenbrock
                                       -----------------------------------------
                                       William A. Papenbrock, Secretary

                                       5




  DATE:       DOCUMENT ID     DESCRIPTION                     FILING     EXPED   PENALTY    CERT  COPY
                                                                             
09/15/2003      200325800924  DOMESTIC/AMENDMENT TO ARTICLES  50.00     100.00    .00       .00   .00
                               (AMD)


                                     RECEIPT
                This is not a bill. Please do not remit payment.

CALFEE HALTER, ESQ.
1650 FIFTH THIRD CENTER
21 E. STATE STREET
COLUMBUS, OH 43215

                                  STATE OF OHIO
                                   CERTIFICATE
                  OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

                                     317430

         It is hereby certified that the Secretary of State of Ohio has custody
of the business records for

                                 AGILYSYS, INC.

        and, that said business records show the filing and recording of:

Document(s):                                            Document No(s):

DOMESTIC/AMENDMENT TO ARTICLES                           200325800924

             [SEAL]                          Witness my hand and the seal of the
     United States of America                Secretary of State at Columbus,
         State of Ohio                       Ohio this  15th day of September,
Office of the Secretary of State             A.D. 2003.

                                                J. Kenneth Blackwell
                                                Ohio Secretary of State



                        PRESCRIBED BY J.KENNETH BLACKWELL

                             OHIO Secretary of State
                          Central Ohio: (614) 466-3910
                   Toll Free: 1-877-SOS-FILE (1-877-767-3453)

[SEAL]
www.state.oh.us/sos
e-mail: busserv@sos state.oh us

 Expedite this Form: (Select one)
 Mall Form to one of the Following:
[R]Yes   PO Box 1390
         Columbus, OH 43216
"' Requires an additional fee of $100'"
         PO Box 1028
[ ]No    Columbus, OH 43216

                           Certificate of Amendment by
                             Shareholders or Members
                                   (Domestic)
                                Filing Fee $50 00

(CHECK-ONLY ONE (1) BOX)

(1) Domestic for       PLEASE READ        (2) Domestic
     Profit             INSTRUCTIONS           Non-Profit
  [ ]  Amended         [X]  Amendment        [ ]  Amended      [ ] Amendment
      (122-AMAP)           (125-AMDS)           (126-AMAN)        (128-AMD)

Complete the general information In this section for the box checked above.

Name of Corporation      Pioneer-Standard Electronics, Inc.

Charter Number           317430

Name of Officer          Kathryn K. Vanderwist

Title                    Assistant Secretary

[ ] Please check if additional provisions attached

The above named Ohio corporation, does hereby certify that:

[X] A meeting of the     [X] shareholders     [ ] directors (non-profit amanded
                                                   articles only)

[ ] members was duly called and held on  September 12,2003
                                         -----------------
                                              (Date)

at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative vote was cast which entitled them to exercise 82%
as the voting power of the corporation.

[ ] In a writing signed by all of the   [ ] shareholders   [ ] directors (non-
                                                               profit amended
                                                               articles only)

[ ] members who would be entitled to the notice of a meeting or such other
    proportion not less than a majority as the articles of regulations or bylaws
    permit

Clause applies if amended box Is checked.

Resolved, that the following amended articles of incorporations be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto

                                  Page 1 of 2             Last Revised: May 2002




All of the following information must be completed If an amended box is checked.
If an amendment box Is checked, complete the areas that apply.

FIRST:   The name of the corporation Is:      Agilysys, Inc.

SECOND:  The place in the State of Ohio where its principal office is located in
         the city of:

         _______________________________        ________________________________
         (City, village or township)                      (County)

THIRD:   The purposes of the corporation are as follows:

         _______________________________________________________________________

         _______________________________________________________________________

FOURTH:  The number of shares which the corporation is authorized to have
         outstanding is: ______________________________________
                              (Does not apply to box (2))

        REQUIRED              Kathryn K.Vanderwist                 SEPT. 12,2003
Must be authenticated      -------------------------               -------------
(signed) by an authorized   Authorized Representative                  Date
representative
     (See Instructions)    Kathryn K.Vanderwist, Assistant
                            Secretary
                           -------------------------------
                           (Print Name)

                           ______________________________
                           ______________________________
                           [                        ]               [       ]
                           Authorized Representative                   Date
                           ______________________________
                           (Print Name)
                           ______________________________
                           ______________________________

                                   Page 2 Of 2            Last Revised: May 2002

EX-31.1

                                                                    EXHIBIT 31.1

                  CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Arthur Rhein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the controls and procedures, as of the end of the period
     covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal quarter that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.

Dated: November 13, 2003


                                   By:          /s/ ARTHUR RHEIN
                                       -----------------------------------------
                                                    Arthur Rhein
                                       Chairman, President and Chief Executive
                                       Officer



                                       23

EX-31.2

                                                                    EXHIBIT 31.2

                  CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Steven M. Billick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the controls and procedures, as of the end of the period
     covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal quarter that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.

Dated: November 13, 2003


                                   By:          /s/ STEVEN M. BILLICK
                                       -----------------------------------------
                                                    Steven M. Billick
                                       Executive Vice President, Treasurer and
                                       Chief Financial Officer





                                       24

EX-32.1

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
       (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
                              UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Agilysys, Inc., an Ohio corporation (the "Company"), does
hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the
"Form 10-Q") of the Company fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of the Company.

Dated: November 13, 2003

                                   By:            /s/ ARTHUR RHEIN
                                       -----------------------------------------
                                                      Arthur Rhein
                                       Chairman, President and Chief Executive
                                       Officer


This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.















                                       25

EX-32.2

                                                                    EXHIBIT 32.2

                                  CERTIFICATION

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
        (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
                              UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Agilysys, Inc., an Ohio corporation (the "Company"), does
hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the
"Form 10-Q") of the Company fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of the Company.

Dated: November 13, 2003


                                   By:          /s/ STEVEN M. BILLICK
                                       -----------------------------------------
                                                    Steven M. Billick
                                       Executive Vice President, Treasurer and
                                       Chief Financial Officer




This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.












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