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: April 11, 2008
(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.)

2255 Glades Road, Suite 301E, Boca Raton, Florida	33431
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (561) 999-8700

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 April 11, 2008, Agilysys, Inc. (the “Company”) announced it amended the original earn-out agreement payable to former shareholders of Innovativ Systems Design, Inc., a Sun Microsystems reseller.

Agilysys acquired Innovativ on July 2, 2007, for $100 million in cash, and additional consideration based on financial performance. As described in the Company’s July 6, 2007 Current Report on Form 8-K concerning the acquisition of Innovativ, Agilysys originally agreed to pay an earn-out of two dollars for every dollar of earnings before interest, taxes, depreciation and amortization (EBITDA) greater than $50 million in cumulative EBITDA over the first two years after closing the acquisition. The original agreement limited the maximum earn-out payment to $90 million.

Under the amended agreement, Agilysys will pay $35 million to all shareholders of Innovativ and, as part of this agreement, non-employee shareholders will receive no additional payments. In addition, the maximum total payout under the earn-out is reduced to $58.65 million, inclusive of the $35 million paid now. The EBITDA target required for the remaining employee shareholders to be eligible for an additional payout is now $67.5 million in cumulative EBITDA over the first two years after the close of the acquisition.

The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release, dated April 11, 2008, announcing that the Company amended the original earn-out agreement
payable to former shareholders of Innovativ Systems Design, Inc., a Sun Microsystems reseller.

SIGNATURE

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/ Martin F. Ellis
	Martin F. Ellis
	Executive Vice President, Treasurer and Chief Financial Officer

Date: April 11, 2008

Exhibit Index

Exhibit
Number	Description
99.1	Press release, dated April 11, 2008, announcing that the Company amended the original earn-out agreement payable to former shareholders of Innovativ Systems Design, Inc., a Sun Microsystems reseller.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Agilysys Amends Earn-Out Agreement with Shareholders
of Innovativ Systems Design, Inc.

• Earn-Out Plan Amended for First Anniversary Payment to Shareholders of $35 Million

• Maximum Earn-Out Reduced

• Operating Flexibility Improved

BOCA RATON, Fla. — April 11, 2008 — Agilysys, Inc. (NASDAQ: AGYS), a leading provider of innovative IT solutions, today announced it has amended the original earn-out agreement payable to former shareholders of Innovativ Systems Design, Inc., a Sun Microsystems reseller.

Agilysys acquired Innovativ on July 2, 2007, for $100 million in cash, and additional consideration based on financial performance. Originally, Agilysys agreed to pay an earn-out of two dollars for every dollar of earnings before interest, taxes, depreciation and amortization (EBITDA) greater than $50 million in cumulative EBITDA over the first two years after closing the acquisition. The original agreement limited the maximum earn-out payment to $90 million.

Under the amended agreement, Agilysys will pay $35 million to all shareholders of Innovativ and, as part of this agreement, non-employee shareholders will receive no additional payments. In addition, the maximum total payout under the earn-out is reduced to $58.65 million, inclusive of the $35 million paid now. The EBITDA target required for the remaining employee shareholders to be eligible for an additional payout is now $67.5 million in cumulative EBITDA over the first two years after the close of the acquisition.

“I am pleased with the performance of Innovativ and the management team and the progress we’ve made in integrating Innovativ into the Agilysys organization, including consolidating procurement of Sun Microsystems products under Arrow Electronics,” said Arthur Rhein, chairman, president and chief executive officer of Agilysys. Rhein added, “The amended structure enables Agilysys — together with Innovativ employee shareholders — to maximize the value of the Innovativ acquisition by providing greater operating flexibility and reducing the earn-out payments to non-employee shareholders.”

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 www.agilysys.com.

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Contact:

Martin Ellis
Executive Vice President, Treasurer and Chief Financial Officer
Agilysys, Inc.
561-999-8780
martin.ellis@agilysys.com