-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8yM46qv4WNQaIb1S30DIqrR8MuMN4WnTu0S3ZzzzZtE5o0zZraRrJj1lSuT+X5O uOjQ3mNMwhvIbalYsq2rQQ== 0000950152-05-004588.txt : 20050519 0000950152-05-004588.hdr.sgml : 20050519 20050519080110 ACCESSION NUMBER: 0000950152-05-004588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 05843267 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 l14060ae8vk.htm AGILYSYS, INC. 8-K Agilysys, Inc. 8-K
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report: May 16, 2005
(Date of earliest event reported)

AGILYSYS, INC.

(Exact name of registrant as specified in its charter)
         
Ohio   000-5734   34-0907152
 
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
         
         
6065 Parkland Boulevard, Mayfield Heights, Ohio       44124
 
(Address of principal executive offices)       (ZIP Code)

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

N/A


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

 


 

     
Item 2.04
  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On May 16, 2005, Agilysys, Inc. (the “Company”) issued a press release announcing that it is exercising its option to cause the redemption of approximately $125.3 million of 6.75% Convertible Trust Preferred Securities (the “Trust Preferred Securities”), which represents the entire balance of issued and outstanding Trust Preferred Securities. The redemption date will be June 15, 2005. Holders of Trust Preferred Securities will be required to accept the cash payment of $51.72 for each Trust Preferred Security or convert the Trust Preferred Securities into common shares of the Company by the redemption date. The conversion rate is 3.1746 common shares for each Trust Preferred Security, or the equivalent of $15.75 per common share.

The Trust Preferred Securities were issued by the Company in 1998, are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 6.75%, and are subject to a mandatory redemption on March 31, 2028. Subsequent to March 31, 2004, the Trust Preferred Securities were redeemable at the option of the Company.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     
Item 7.01
  Regulation FD Disclosure

See Item 2.04 above for a discussion of the Company’s option to cause the redemption of its outstanding Convertible Trust Preferred Securities, which is incorporated herein by reference.

     
Item 9.01
  Financial Statements and Exhibits

(c) Exhibits

     
99.1
  Press release issued by Agilysys, Inc. dated May 16, 2005, announcing that the Company is exercising its option to cause the redemption of its outstanding Convertible Trust Preferred Securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  AGILYSYS, INC.
 
 
  By:   /s/ Steven M. Billick    
    Steven M. Billick   
    Executive Vice President, Treasurer and Chief Financial Officer   
 

Date: May 19, 2005

 


 

Exhibit Index

     
   
Exhibit Number   Description
 
   
99.1
  Press release issued by Agilysys, Inc. dated May 16, 2005, announcing that the Company is exercising its option to cause the redemption of its outstanding Convertible Trust Preferred Securities.

 

EX-99.1 2 l14060aexv99w1.htm EX-99.1 PRESS RELEASE Exhibit 99.1
 

(logo)

Exhibit 99.1

FOR IMMEDIATE RELEASE

Agilysys, Inc. Announces Redemption of
Convertible Trust Preferred Securities

CLEVELAND – May 16, 2005 – Agilysys, Inc. (Nasdaq: AGYS), a leading provider of enterprise computer technology solutions, today announced that it is exercising its option to cause the redemption of approximately $125.3 million of 6.75% Convertible Trust Preferred Securities (“Trust Preferred Securities”). The Redemption Date will be June 15, 2005. The redemption will be funded by existing cash balances, and will include accrued interest through June 15, 2005.

Holders of Trust Preferred Securities will be required to accept the cash payment of $51.72 for each Trust Preferred Security or convert the Trust Preferred Securities into common shares of Agilysys by the Redemption Date. The conversion rate is 3.1746 common shares for each Trust Preferred Security, or the equivalent of $15.75 per common share.

The redemption of the remaining Trust Preferred Securities is part of the company’s strategy to increase both financial flexibility and shareholder value. In addition to improving the balance sheet, Agilysys will also benefit by eliminating its annual distributions on the Trust Preferred Securities, which amount to approximately $5.2 million annually, net of tax, and will eliminate potential dilution of up to 8 million shares, should all the Trust Preferred Securities be redeemed for cash.

The Trust Preferred Securities were originally offered in March 1998. Holders will receive an official redemption notice with appropriate instructions from the Trustee, Wilmington Trust. Holders with questions should contact Wilmington Trust at (302) 636-6016.

Forward-Looking Language
Portions of this release, particularly the statements made by management and those that are not historical facts, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current assumptions and expectations, and are subject to risks and uncertainties, many of which are beyond the control of Agilysys. Many factors could cause Agilysys actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in the Annual Report on Form 10-K or as may be described from time to time in Agilysys subsequent SEC filings.

Potential factors that could cause actual results to differ materially from those expressed or implied by such statements include, but are not limited to, those relating to Agilysys anticipated revenue gains, sales volume, margin improvements, cost savings, and new product introductions.

Other associated risks include geographic factors, political and economic risks, the actions of Agilysys competitors, changes in economic or industry conditions or in the markets served by Agilysys, and the ability to appropriately integrate acquisitions, strategic alliances, and joint ventures.

 


 

In addition, this release contains time-sensitive information and reflects management’s best analysis only as of the date of this release. Agilysys does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Information on the potential factors that could affect Agilysys actual results of operations is included in its filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Interested persons can obtain it free at the Securities and Exchange Commission’s website, which is located at www.sec.gov.

About Agilysys, Inc.
Agilysys is one of the foremost distributors and premier resellers of enterprise computer technology solutions. It has a proven track record of delivering complex server and storage hardware, software and services to resellers, large and medium-sized corporate customers, as well as public-sector clients across a diverse set of industries. In addition, the company provides customer-centric software applications and services focused on the retail and hospitality markets. Headquartered in Mayfield Heights, Ohio, Agilysys has sales offices throughout the United States and Canada. For more information, visit www.agilysys.com.

     
Analysts/Investor Contact:
  Martin Ellis
  Executive Vice President, Corporate
  Development and Investor Relations
  Agilysys, Inc.
  440-720-8682
  martin.ellis@agilysys.com
 
   
Media Contact:
  Julie Young
  Director, Corporate Communications
  Agilysys, Inc.
  440-720-8602
  julie.young@agilysys.com

# # #

 

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