SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

AGILYSYS, INC.

(Name of Issuer)

AGILYSYS, INC.

(Names of Filing Persons (Offeror and Issuer)

Common Shares, without par value

(Title of Class of Securities)

00847J105

(CUSIP Number of Class of Securities)

	Copy to:
Rita A. Thomas, Esq. Vice President, Corporate Counsel and Assistant Secretary 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 Telephone: (440) 720-8500	Arthur C. Hall III, Esq. Calfee, Halter & Griswold LLP 1400 KeyBank Center 800 Superior Avenue Cleveland, Ohio 44114-2688 Telephone: (216) 622-8200

(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee**
$111,000,000	$3,407.70

*	Calculated solely for purposes of determining the filing fee. This amount is based on the purchase of 6,000,000 common shares at the maximum tender offer price of $18.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $30.70 per $1,000,000 of the value of the transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$3,407.70	Filing Party:	Agilysys, Inc.
Form or Registration No.:	Schedule TO-I	Date Filed:	August 21, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

This Amendment No. 1 (the “Amendment”) to Tender Offer Statement on Schedule TO relates to the offer by Agilysys, Inc., an Ohio corporation (the “Company”), to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share (such per Share purchase price, the “Purchase Price”), net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO respectively, which, together with any amendments or supplements to either, collectively constitute the “Tender Offer.” This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

1.     Summary Term Sheet.

     The information set forth in Item 1 is hereby amended and supplemented by the following:

•	The response to the question “How long do I have to tender my Shares; can the Tender Offer be extended, amended or terminated?” in the Summary Term Sheet of the Offer to Purchase is hereby amended by deleting the fourth paragraph in its entirety.
•	The fourth paragraph of the response to the question “What is the purpose of the Tender Offer?” in the Summary Term Sheet of the Offer to Purchase is hereby amended by inserting the following as the penultimate sentence of the paragraph:
	“On September 14, 2007, the Company announced that it had entered into a Rule 10b5-1 Plan to facilitate the repurchase of shares pursuant to the open market repurchase program.”

4.     Terms of the transaction.

     The information set forth in Item 4(a) is hereby amended and supplemented by the following:

• The information set forth in Item 1 of this Amendment above is incorporated by reference.

• The third paragraph under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase is hereby amended by inserting the following as the last sentence of the paragraph:

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	“On September 14, 2007, the Company announced that it had entered into a Rule 10b5-1 Plan to facilitate the repurchase of shares pursuant to the open market repurchase program.”
•	Section 10 (“Information about Agilysys, Inc.”) of the Offer to Purchase is hereby amended by deleting the tenth paragraph under the caption “10. Information about Agilysys, Inc.” and replacing it in its entirety with the following:
	“In connection with the transactions described above, we filed with the SEC a Form 8-K regarding the InfoGenesis acquisition on June 22, 2007, and a Form 8-K regarding the Innovativ acquisition on July 6, 2007. On September 4, 2007 and September 10, 2007, the Company filed amended Current Reports on Form 8-K with the SEC which included the financial statement and pro forma financial information required by Item 9.01 of Form 8-K regarding the acquisition of InfoGenesis and Innovativ, respectively. Shareholders are encouraged to review the amendments to the Form 8-Ks, together with the other documents and information provided, in considering whether to participate in the tender offer.”
•	Section 10 (“Information about Agilysys, Inc.”) of the Offer to Purchase is hereby amended by deleting the table following the paragraph captioned “Incorporation by Reference” and replacing it in its entirety with the following:

“SEC Filings	Period or Date Filed
Annual Report on Form 10-K	Fiscal year ended March 31, 2007
Quarterly Report on Form 10-Q	Period ended June 30, 2007
Current Report on Form 8-K	Filed on August 7, 2007
	Filed on July 6, 2007, amended September 10, 2007
	Filed on June 22, 2007, amended September 4, 2007
	Filed on June 1, 2007
	Filed on April 5, 2007
	Filed on April 2, 2007”

6.     Purposes of the transaction and plans or proposals.

     The information set forth in Item 6(a), (b) and (c) is hereby amended and supplemented by the following:

• The information set forth in Item 1 of this Amendment above is incorporated by reference.

• The information set forth in Item 4 of this Amendment above regarding Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase is incorporated by reference.

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11.     Additional information.

     The information set forth in Item 11(a) is hereby amended and supplemented by the following:

• The information set forth in Item 4 of this Amendment above regarding Section 10 (“Information about Agilysys, Inc.”) of the Offer to Purchase is incorporated by reference.

12.     Exhibits.

     The information set forth in Item 12 is hereby amended and supplemented by adding immediately following the reference to Exhibit (a)(5)(ii) the following:

“(a)(5)(iii)	Press Release, dated September 14, 2007, announcing that Agilysys, Inc. entered into a 10b5-1 Plan.
(a)(5)(iv)	Press Release, dated September 14, 2007, announcing that Agilysys, Inc. filed Amendments to Form 8-Ks regarding recent acquisitions.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

AGILYSYS, INC.
By:	/s/ Martin F. Ellis
Name:	Martin F. Ellis
Title:	Executive Vice President, Treasurer and Chief Financial Officer

Date: September 17, 2007

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EX-99.A.5.III

Exhibit (a)(5)(iii)

FOR IMMEDIATE RELEASE

Agilysys Enters into Rule 10b5-1 Plan to Facilitate Repurchase of up to 2,000,000 Shares

BOCA RATON, Fla. — September 14, 2007 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today it has entered into a Rule 10b5-1 Plan to facilitate the repurchase of up to 2,000,000 shares under the company’s currently authorized share repurchase program.

On August 21, 2007, the company announced a “Dutch Auction” self-tender offer for up to 6,000,000 common shares at a price not less than $16.25 nor greater than $18.50 per share. The tender offer is scheduled to expire at 5:00 p.m. EDT on Wednesday, September 19, 2007. In addition, as previously disclosed, the Board authorized the company to repurchase up to an additional 2,000,000 shares in the open market during the one-year period after the tender offer expires.

SEC rules prohibit the commencement of the open market repurchase program until at least 10 days after the termination of the tender offer. The company anticipates that the 10b5-1 Plan will be in place for one year following the expiration of the tender offer.

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, 2007. Interested persons can obtain it free at the Securities and Exchange Commission’s website, which is located at www.sec.gov.

Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

About Agilysys, Inc.
Agilysys is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select markets, including retail and hospitality. The company uses technology —

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including hardware, software and services — to help customers resolve their most complicated IT needs. The company possesses expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Boca Raton, Fla., Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China. For more information, visit http://www.agilysys.com.

Analysts/Investor Contact:	Martin Ellis
	Executive Vice President, Treasurer and Chief Financial Officer
	Agilysys, Inc.
	561-999-8780
	martin.ellis@agilysys.com
Media Contact:	Julie Young
	Director, Corporate Communications
	Agilysys, Inc.
	440-519-8160
	julie.young@agilysys.com

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EX-99.A.5.IV

Exhibit (a)(5)(iv)

FOR IMMEDIATE RELEASE

Agilysys Files Amendments to Form 8-Ks Regarding Recent Acquisitions

BOCA RATON, Fla. — September 14, 2007 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today that it has filed amendments to the Form 8-Ks that it had previously filed with the Securities and Exchange Commission in connection with its acquisitions of Innovativ Systems Design, Inc. and InfoGenesis. These amendments include audited historical financial statements and pro forma financial information for the acquired companies. Agilysys announced its intent to file these amendments in its release of August 21, 2007.

In connection with the completion of the audit of the historical financial statements of Innovativ, the amendments reflect certain accounting policies that were conformed to Agilysys’ current practices, which are in accordance with U.S. generally accepted accounting principles. These accounting policies relate to revenues generated from the sale of third-party service contracts. In the historical consolidated income statements included in the Form 8-K amendments, these service revenues now reflect “commission” received (equal to the selling price less the cost of sale), rather than the full amount of the selling price with separate reporting of the cost of sale. Although conformity of this accounting policy results in a reduction of net sales presented in the consolidated income statements, there is no impact on gross margin or operating results.

Shareholders and other interested parties are encouraged to review the Form 8-K amendments, together with the company’s other financial filings and communications, to gain a more complete understanding of the acquired companies’ impact on Agilysys’ business.

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

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CONFIDENTIAL DRAFT OF 9/14/07 Final

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, 2007. Interested persons can obtain it free at the Securities and Exchange Commission’s website, which is located at www.sec.gov.

Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

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

Analysts/Investor Contact:	Martin Ellis
	Executive Vice President, Treasurer and Chief Financial Officer
	Agilysys, Inc.
	561-999-8780
	martin.ellis@agilysys.com
Media Contact:	Julie Young
	Director, Corporate Communications
	Agilysys, Inc.
	440-519-8160
	julie.young@agilysys.com

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