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 31, 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 1.01 Entry into a Material Definitive Agreement

On May 31, 2005, Agilysys, Inc. (the “Company”) entered into an amendment to its Change of Control Agreement (the “Agreement”) with Martin F. Ellis, Executive Vice President, Corporate Development and Investor Relations. The Agreement was included as Exhibit 10(hh) with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004. The amendment to the Agreement, which is effective April 28, 2005, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On May 31, 2005, the Company entered into a Non-Competition Agreement with Martin F. Ellis, Executive Vice President, Corporate Development and Investor Relations. The Non-Competition Agreement, which is effective as of April 28, 2005, is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1	Amendment No. 1 to Change of Control Agreement dated June 30, 2003 between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005.
10.2	Non-Competition Agreement between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005.

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/ Arthur Rhein
		Arthur Rhein Chairman, President and Chief Executive Officer
Date: June 6, 2005

Exhibit Index

Exhibit Number	Description
10.1	Amendment No. 1 to Change of Control Agreement dated June 30, 2003 between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005.
10.2	Non-Competition Agreement between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT

     THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (“Amendment”) by and between Pioneer-Standard Electronics, Inc., now known as Agilysys, Inc., an Ohio corporation (the “Company”), and Martin F. Ellis (“Employee”), is dated as of the 28 day of April, 2005.

     WHEREAS, the Company and the Employee are parties to a Change of Control Agreement dated as of June 30, 2003 (the “Change of Control Agreement”); and

     WHEREAS, the Company and the Employee desire that certain modifications be made to the Change of Control Agreement;

     WHEREAS, Section 8(c) of the Change of Control Agreement permits the parties thereto to amend such agreement, respectively, in a writing signed by each party.

     NOW, THEREFORE, in consideration of the parties’ mutual desire to modify the Change of Control Agreement, the parties agree as follows effective as of the date of execution of this Agreement:

     1. This Amendment shall amend the terms of the Change of Control Agreement as set forth herein. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Change of Control Agreement.

     2. Section 3.1 of the Agreement shall deleted, and the following shall be inserted therefore:

     3.1 Without Cause or for Good Reason. If, at any time prior to the date that is twelve (12) months subsequent to the Effective Date, the Employee’s employment with the Company shall be terminated either (i) by the Company without Cause, or (ii) by the Employee for Good Reason, as provided in Section 3.4, below:

                (a) the Company shall pay to the Employee within thirty (30) days of the date of termination a lump sum amount equal to twenty-four (24) times the greater of the Employee’s (i) highest monthly base salary paid or payable by the Company during the twelve (12) month period immediately preceding the Effective Date, or (ii) the highest monthly salary paid or payable by the Company at any time from the ninety (90) day period preceding the Effective Date through the date of termination (the “Highest Base Salary”); and

                (b) the Company shall pay to the Employee within thirty (30) days of the date of termination a lump sum amount equal to two (2) times the annual incentive plan (“AIP”) target applicable to Employee at the time of termination; and

                (c) the Company shall pay to the Employee within thirty (30) days of the date of termination a lump sum amount equal to twenty-four (24) times the monthly amount paid

or payable to Employee by the Company as an auto allowance as in effect immediately preceding the Effective Date; and

                (d) for the twenty-four (24) month period following the date of termination (the “Benefits Continuation Period”), the Company shall continue to provide health insurance and retirement benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them if the Employee’s employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Subsidiaries during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retirement benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Benefits Continuation Period and to have retired on the last day of such period. Notwithstanding the foregoing, the Employee shall have no right to participate in any incentive compensation plan of the Company subsequent to the date of termination; and

                (e) if it would be illegal to provide the benefits under such plans, practices, programs or policies referred to in Section 3.1(d) above due to, among other things, nondiscrimination rules or tax qualification rules applicable to such plans, practices, programs or policies, then the Company will be deemed to be in compliance with this Agreement if it provides such Employee with a comparable substitute therefor, provided the Employee and the Employee’s dependents are placed thereby in the same or a better economic position than if the Company provided such benefits through its then existing plans, practices, programs or policies.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Change of Control Agreement as of the date first above written.

/s/ Martin F. Ellis	AGILYSYS, INC.
(“Employee”)	(“Company”)
	By:
	/s/ Arthur Rhein
	Arthur Rhein Chairman, President and Chief Executive Officer

EX-10.2

Exhibit 10.2

Non-Competition Agreement

AGILYSYS, INC. Name:
Position: Martin Ellis
Executive Vice President,
Corporate Development and
Investor Relations

     IN CONSIDERATION OF the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the individual named above (“Employee”) hereby agrees as follows:

1. Position. Agilysys, Inc. (“the Company”) shall employ Employee in the position set forth above, with duties and responsibilities to be determined by the Company. The Company reserves the right to add to, subtract from, or otherwise change these duties, and to reassign Employee or change his/her title consistent with its business judgment of the best interests of the Company.

Employee shall use his or her best efforts at all times to promote, protect, and advance the best interests of the Company. Employee will devote his or her entire business time and attention to the Company, and will not promote the business or products of any other company or engage in any outside business activity without the prior written consent of the Company during his or her employment with the Company.

2. Compensation. Employee shall be compensated as deemed appropriate by the Company’s management. His/her salary and/or incentive pay shall be reviewed regularly and shall be subject to increases or decreases consistent with the Company’s assessments of performance, relative contribution, and/or the particular business conditions of the Company. Employee shall be eligible as per eligibility requirements and other plan provisions to participate in any and all employee benefit plans made available from time to time to the Company’s employees.

3. Duration. Employee may terminate this Agreement at any time and such termination shall be effective on the date of his or her notice, unless otherwise mutually agreed. Similarly, the Company has the right to terminate this Agreement and Employee’s employment at any time, with or without advance notice or cause. Should the Company terminate the Employee’s employment without cause, the Company will continue to pay the employee monthly base salary, target incentive and medical coverage for twelve (12) months (the “severance payments”). In the event that (1) employee’s employment is terminated for cause or (2) employee voluntarily resigns from employment with the company, then the company shall have no obligation for severance payments under this provision. Absolutely no one except the President and Chief Operating Officer of the Company may change this “at will” relationship, and then only in writing. Employee acknowledges that any reliance on any representations, oral or otherwise, contrary to “at will” employment is unreasonable and shall not form the basis for any actions or forbearances on his or her part.

4. Nondisclosure. Employee agrees at all times to hold as secret and confidential any and all knowledge, technical information, business information, developments, trade secrets, know-how and confidences of the Company and of any third party who has entrusted its own such information to the Company, including, but not limited to, the following:

(a) any formula, pattern, device, plan, drawing, technical information, blueprint, data, diagram, model, specification, computer program, process or compilation of same which is, or is designed to be, used in the business of the Company or results from its activities;

(b) all business plans and/or strategies, financial information, customer and sales information, price lists, vendor information, cost information, and personnel information; and

(c) ideas, inventions, discoveries, and improvements, whether or not patentable, belonging to the Company or which Employee conceives or makes, alone or with others, during or relating to his/her employment with the Company, and which were made partially or wholly with the use of equipment, supplies, facilities or information of the Company, or were developed partially or wholly on the Company’s time (collectively, “Confidential Information”). Employee agrees not to use this Confidential Information for his/her own benefit or for the benefit of others (except as Company duties may require) either during or after employment with the Company without prior written consent from the Company. Further, Employee agrees not to remove or aid in the removal from the premises of the Company such Confidential Information or any property or material which relates thereto. Unauthorized removal of Confidential Information will lead to appropriate discipline, up to and including termination of employment.

Upon Employee’s separation from employment with the Company, Employee agrees to return and deliver to the Company all notes, notebooks, drawings, blueprints, customer and sales information, and all other Confidential Information, together with copies, compilations, and

Non-Competition Agreement

summaries of same, which are in his/her possession or under his/her control.

5. Noncompetition. For purposes of this Agreement, “Noncompetition Period” shall refer to the 2-year period commencing on the effective date of termination of Employee’s employment with the Company for any reason.

(a) Voluntary Termination and Termination for Cause. Employee agrees that, in the event that he/she: (1) voluntarily resigns from employment with the Company; or (2) is terminated for cause from employment with the Company, he/she will not, without the prior written consent of the Company, be employed by, own, manage, operate, or control, or participate, directly or indirectly, in the ownership, management, operation, or control of, or be connected with (whether as a director, officer, employee, partner, consultant, or otherwise), any business which competes with the business of the Company, including but not limited to the sale of information technology products and services, enterprise computer systems, and related consulting, integration, maintenance and professional services (the “Non-competition Obligation.”)

(b) Termination Without Cause. In the event that Employee’s employment is terminated without cause, the Company shall have the option to pay to Employee his regular base and target incentive salary consistent with regular payroll practices (the “Noncompetition Payments”) for all or any part of the Noncompetition Period. If the Company elects to make Noncompetition Payments to Employee, then Employee will be bound by the Noncompetition Obligation set forth in Subparagraph A, above, for the duration of Noncompetition Payments. All decision as to: (1) whether to make Noncompetition Payments to Employee; and (2) the duration of the Noncompetition Payments, shall be within the sole discretion of the Company, and will be communicated to Employee at the time of termination. It is acknowledged and understood that any Noncompetition Payments made hereunder are in addition to, and independent of, any Severance Payments under Paragraph 3, above and constitutes adequate consideration for the Noncompetition objectives set forth herein. It is further acknowledged and understood that any Noncompetition Obligation arising under this Subparagraph shall be in addition to any other obligations on the part of Employee under this Agreement, including but not limited to, his/her nondisclosure and nonsolicitation obligations.

6. Nonsolicitation/Noninterference. Employee further agrees that he/she will not at any time during the Noncompetition Period, without the prior written consent of the Company, directly or indirectly solicit or induce, attempt to solicit or induce, or aid or assist in the solicitation or inducement of any employee, agent, other representative or associate of the Company, vendor, and/or supplier to terminate his, her, or its relationship with the Company.

7. Acknowledgment. Employee specifically acknowledges that the covenants set forth in paragraphs four (4), five (5), and six (6) hereof are reasonable and necessary in view of the nature of the relationship between Employee and the Company and Employee’s access to the Company’s Confidential Information in regard to his/her employment with the Company. Employee warrants and represents that, in the event that the restrictions set forth in these paragraphs become operative, he/she will be able to engage in other activities for the purpose of earning a livelihood. Employee acknowledges that any breach of any of these paragraphs will cause the Company immediate irreparable harm and hereby consents to injunctive relief for any actual or threatened breach. Should the Company succeed in any regard in enforcing any of the restrictive covenants set forth, the Employee agrees to pay all expenses and costs, including reasonable attorneys’ fees, incurred by the Company in any enforcement proceeding.

Employee acknowledges that the covenants of paragraphs four (4), five (5), and six (6) hereof are of the essence of this Agreement. They shall be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants.

8. Reformation of Agreement; Severability. In the event that any of the paragraph(s) and/or provision(s) of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable as expressly written, such court shall reform such paragraph(s) and/or provision(s) to the end that Employee shall be subject to reasonable obligation(s) under the circumstances enforceable by the Company.

Should Employee be found to have been in breach of his/her noncompete and/or nonsolicitation/ noninterference obligations, the Court shall extend or revise the applicable restraint(s) so as to afford the Company the full period of restraint(s) contemplated by this Agreement.

In the event that any paragraph(s) or provision(s) of this Agreement is found to be void or unenforceable to any extent for any reason, it is the agreed-upon intent of the parties hereto that all remaining paragraphs and provisions of this Agreement shall remain in full force and effect to the maximum extent permitted and that this Agreement shall be enforceable as if such void or unenforceable paragraph(s) and/or provision(s) had never been a part hereof.

Non-Competition Agreement

9. Disclosure of this Agreement. Employee shall deliver a copy of this Agreement to each person, business, or entity with whom he/she seeks employment, partnership, or other business association at any time within two (2) years of separation from employment with the Company.

10. Entire Agreement. This Agreement supersedes and replaces any existing agreement or understanding between Employee and the Company relating to the subject matters addressed herein. Employee and the Company recognize and agree that this is the entire agreement between them concerning the topics expressly addressed herein. Any modification of this Agreement must be in writing signed by both parties.

11. Assignment. This Agreement shall inure to the benefit of, and shall be binding as to, the Company, its affiliated and/or related businesses, as well as to their successors and assigns.

12. Governing Law. This Agreement shall become effective as of the date set forth below and shall be governed by, and contained in accordance with, the internal, substantive laws of the State of Ohio. Employee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Employee based on or arising out of this Agreement and Employee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Employee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.

IN WITNESS WHEREOF, Employee, having read and fully understood each of the foregoing provisions, and the Company have executed this Agreement as of this 28 day of April, 2005.

EMPLOYEE: Martin F. Ellis	ACCEPTED BY AGILYSYS, INC.
(Print Name)
/s/ Martin F. Ellis	By:	/s/ Arthur Rhein
(Signature)	Name	Arthur Rhein
	Title:	Chairman, President and Chief Executive Officer

*Copy to be retained by Employee*