SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

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 28925 Fountain Parkway Solon, Ohio 44139 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

TABLE OF CONTENTS

EX-99.A.5.V

SCHEDULE TO

     This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on August 21, 2007 (the “Schedule TO”), as amended and supplemented by Amendment No. 1 thereto filed with the Commission on September 17, 2007, and 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 Amendment No. 2 to 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 Tender Offer is incorporated herein by reference in response to all of the items in the Schedule TO, as amended, except as specifically provided herein.

     This Amendment is filed to incorporate the press release dated September 20, 2007 that announced the preliminary results of the Tender Offer.

11.     Additional information.

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

• On September 20, 2007, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., Eastern Time, on Wednesday, September 19, 2007. A copy of the press release is filed as Exhibit (a)(5)(v) to this Amendment and is incorporated herein 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)(iv) the following:

“(a)(5)(v) Press Release, dated September 20, 2007, announcing the preliminary results of the Tender Offer.”

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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 Amendment No. 2 to 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 20, 2007

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EX-99.A.5.V

Exhibit (a)(5)(v)

FOR IMMEDIATE RELEASE

Agilysys Announces Preliminary Results of Self-Tender Offer

Company Expects to Purchase 4.7Million Shares at a Price of $18.50 per Share

BOCA RATON, Fla. — September 20, 2007 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today the preliminary results of its previously announced “Dutch Auction” tender offer, which expired at 5:00 p.m. Eastern Time on September 19, 2007.

On August 21, 2007, Agilysys announced the commencement of the tender offer to purchase up to 6,000,000 common shares at a price not less than $16.25 nor greater than $18.50 per share. The closing price of Agilysys shares on September 19, 2007, was $18.18 per share. Based on a preliminary count by National City Bank, the depositary for the tender offer, Agilysys expects to accept for purchase 4,722,811 of its common shares at a purchase price of $18.50 per share, for a total cost of approximately $87.4 million, excluding fees and expenses related to the tender offer. These shares represent 15% of the outstanding common shares as of August 15, 2007.

Based on a preliminary count by the depositary, 4,722,811 shares were properly tendered at prices at or below the purchase price, including 2,100,892 shares that were tendered through the notice of guaranteed delivery, making the tender offer undersubscribed by 1,277,189 shares, or approximately 21%.

“With this tender offer, we have successfully allowed shareholders an opportunity to liquidate all or a portion of their investment following the divestiture of our KeyLink Systems Distribution Business. And at the same time, non-tendering shareholders will increase their pro rata ownership in the company and our future operations,” said Arthur Rhein, chairman, president and chief executive officer. “The fact that the offer was undersubscribed indicates that our current strategy of growing our IT solutions business has strong support from our shareholders.”

The number of shares to be purchased and the purchase price per share are preliminary and subject to verification by the depositary. Final results for the tender offer will be determined subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the purchase price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

The company intends to repurchase the tendered shares using cash on hand. Following this repurchase, Agilysys will have approximately $170 million in cash on hand and $200 million available for borrowings under its credit facility. Management is confident that the combination of existing cash on hand and the current credit facility provides sufficient financial flexibility to fund the company’s growth strategy.

As was previously announced, Agilysys has adopted a share repurchase program for the repurchase of up to 2,000,000 of the company’s shares and has entered into a Rule 10b5-1 Plan to facilitate the repurchase of shares under the repurchase program. In accordance with Securities and Exchange Commission (SEC) rules, the open market repurchase program will not commence until at least 10 business days after the termination of the tender offer.

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Agilysys 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 — 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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