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: March 9, 2009
(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	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

28925 Fountain Parkway, Solon, Ohio	44139
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (440) 519-8700

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On March 9, 2009, Agilysys, Inc. (the “Company”) announced that Richard A. Sayers II, Executive Vice President and Chief Human Resources Officer since May 2002, would be leaving the Company effective March 15, 2009, following the elimination of his position as part of the Company’s strategic realignment. Mr. Sayers previously entered into a Non-Competition Agreement and a Change of Control Agreement (the “Agreements”) with the Company, both effective as of February 25, 2000 and subsequently amended in January 2003, April 2007, October 2008, and December 2008. The Agreements with Mr. Sayers were each included as Exhibit 10(ee) and 10(dd), respectively, to the Company’s Annual Report on Form 10-K for the year ended March 31, 2006, and a single amendment to both of Mr. Sayers’ agreements was incorporated by reference to Exhibit 10(ff) to the Company’s Annual Report on Form 10- K for the year ended March 31, 2006. In connection with his separation from the Company, Mr. Sayers entered into a Separation Agreement Amendment to Change of Control Agreement and Non-Competition Agreement on March 11, 2009 (the “Separation Agreement”). Pursuant to the Agreements and the Separation Agreement, and subject to a six- month delay if necessary under Section 409A of the Internal Revenue Code of 1986, the Company will make payments on regularly scheduled intervals for one year after termination and, within thirty days after the one year anniversary of the termination date, the Company will pay the remainder of the total amount owed in a lump sum.

A copy of the Separation Agreement Amendment to Change of Control Agreement and Non-Competition Agreement executed on March 11, 2009 between the Company and Mr. Sayers is filed with this report as Exhibit 10.1 and is incorporated by reference herein. The foregoing discussion of the terms and conditions of the Separation Agreement is qualified in its entirety by reference to the full text of such exhibit.

Item 8.01. Other Events.

On March 9, 2009, the Company announced the appointment of Kathleen A. Weigand, as General Counsel and Senior Vice President, Human Resources effective immediately. Ms. Weigand has over 20 years of extensive legal and financial experience, working most recently as executive vice president, general counsel and secretary at U-Store-It Trust from 2006 to 2008. Prior to U-Store-It, Ms. Weigand was deputy general counsel and assistant secretary with Eaton Corporation from 2003 to 2005, and vice president, assistant general counsel and assistant secretary at TRW Inc. from 1995 to 2003. Ms. Weigand has a bachelor’s degree in accounting from Gannon University and earned her law degree from the Case Western Reserve University School of Law. Ms. Weigand is a certified public accountant and a member of the American Bar Association. She is also a member of the Finance Committee of the Society of Corporate Secretaries and Governance Professionals and a former member of its Board of Directors.

Due to the timing of the appointment, Ms. Weigand will not be listed as a named executive officer in the Company’s Proxy filing for the fiscal year ending March 31, 2009.

A copy of the press release announcing Ms. Weigand’s appointment is filed with this report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Separation Agreement Amendment to Change of Control Agreement and Non-Competition Agreement between Agilysys, Inc. and Richard A. Sayers II dated March 11, 2009
99.1	Press Release issued by Agilysys, Inc. on March 9, 2009 regarding the appointment of Kathleen A. Weigand as General Counsel and Senior Vice President, Human Resources

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/ Kenneth J. Kossin, Jr.
	Kenneth J. Kossin, Jr.
	Senior Vice President and Chief Financial Officer

Date: March 12, 2009

Exhibit Index

Exhibit Number	Description
10.1	Separation Agreement to Change of Control Agreement and Non-Competition Agreement between Agilysys, Inc. and Richard A. Sayers II dated March 11, 2009
99.1	Press Release issued by Agilysys, Inc. on March 9, 2009 regarding the appointment of Kathleen A. Weigand as General Counsel and Senior Vice President, Human Resources

EX-10.1

Exhibit 10.1
March 9, 2009

SEPARATION AGREEMENT
AMENDMENT TO
CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION AGREEMENT

     THIS SEPARATION AGREEMENT AMENDMENT TO CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION AGREEMENT (the “Amendment”) by and between Agilysys, Inc., formerly known as Pioneer-Standard Electronics, Inc., an Ohio corporation (the “Company”), and Richard A. Sayers II (the “Employee”), is effective as of the execution date below.

     WHEREAS, the Company and the Employee are parties to a Change of Control Agreement dated as of February 25, 2000, as subsequently amended (the “Change of Control Agreement”); and

     WHEREAS, the Company and the Employee are parties to a Non-Competition Agreement dated as of February 25, 2000, as subsequently amended (the “Non-Competition Agreement”); and

     WHEREAS, the Employee will be terminated by the Company without cause effective March 15, 2009, and, as a result of such termination, the Employee is entitled to severance payments under Section 3 of the Non-Competition Agreement (the “Severance Payments”) and certain “benefit coverage” under Section 3 of the Non-Competition Agreement (the “Severance Benefits”); and

     WHEREAS, the Company and the Employee desire to confirm further the terms of the Employee’s Severance Payments; and

     WHEREAS, Section 8(c) of the Change of Control Agreement and the Non-Competition Agreement permit the parties thereto to amend such agreements in a writing signed by each party.

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

     1. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Change of Control Agreement or Non-Competition Agreement, as applicable.

     2. Effective as of March 15, 2009 (the date of the Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), the Change of Control Agreement is hereby terminated in its entirety and shall no longer be of any force and effect, and the Employee shall not be entitled to any benefit or amount thereunder.

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     3. In accordance with Section 3 of the Non-Competition Agreement, the Severance Payments owed from March 15, 2009 through March 15, 2010 will be paid in accordance with the normal payroll practices of the Company and are reflected on Attachment A.

     4. In accordance with Section 3 of the Non-Competition Agreement, as of March 15, 2009 and through March 14, 2011 (unless a different end date is specified on Attachment B), Employee is entitled to the Severance Benefits provided on Attachment B.

     5. In addition to the Severance Payments, Severance Benefits, the Committee has determined that the exercise periods of certain Options will be extended; provided, however, that each of the Options’ exercise periods will not be extended beyond a date later than the earlier of (a) the latest date upon which each of the Options could have expired by their original terms under any circumstances or (b) the 10th anniversary of the original grant date of the each of the Options. Attachment C attached hereto lists the Options that are vested as of March 31, 2009 and the end of each exercise period pursuant to this Section 5.

     6. By and through this Amendment, the applicable award agreements of the Options are simultaneously amended to accomplish the intent and purpose of Section 5 of this Amendment. This Amendment is hereby incorporated into, and made a part of, the relevant award agreements.

     7. The Non-Competition Agreement is hereby amended by the deletion of Section 5 entitled “NONCOMPETITION” in its entirety and the substitution of the following new Section 5:

“5. NONCOMPETITION. Employee agrees that, in exchange for adequate consideration the sufficiency of which Employee does hereby agree to and acknowledge, including, but not limited to, the vesting of certain grants of restricted stock [and nonqualified stock options], as well as the extension of the exercise period of certain nonqualified stock option grants, as specified in Employee’s Separation Agreement with the Company, as a result of Employee’s termination of employment without cause from the Company, Employee 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, software and services, enterprise computer systems, and related consulting, integration, maintenance and professional services for the duration of the Noncompetition Period. For purposes of this Agreement, “Noncompetition Period” shall refer to the full period of time commencing on the effective date of Employee’s termination of employment with the Company, which is March 15, 2009, and ending on through March 14, 2011.”

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     IN WITNESS WHEREOF, the parties have executed this Separation Agreement Amendment to Change of Control Agreement and Non-Competition Agreement as of the date below written.

EMPLOYEE	COMPANY
/s/ Richard A. Sayers II	By: /s/ Martin F. Ellis
Richard A. Sayers II	Its: President and Chief Executive Officer
Dated: March 11, 2009	Dated: March 11, 2009

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EX-99.1

Exhibit 99.1

March 9, 2009

Agilysys Appoints Kathleen A. Weigand as General Counsel and Senior Vice President, Human Resources

CLEVELAND, March 9 /PRNewswire-FirstCall/ — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today that Kathleen A. Weigand will fill the newly created position of general counsel and senior vice president of human resources, effective immediately.

Weigand comes to Agilysys with more than 20 years of extensive legal and financial experience. She was recently executive vice president, general counsel and secretary of U-Store-it Trust, a NYSE-listed Real Estate Investment Trust. Weigand also served as deputy general counsel and assistant secretary of Eaton Corporation and assistant general counsel and assistant secretary of TRW Inc. Prior to joining TRW, Weigand practiced corporate and securities law at Thompson Hine LLP. She is a certified public accountant and was an audit manager at KPMG.

“Kathleen is an excellent addition to Agilysys’ new senior management team, allowing us to combine two former officer positions as we continue to streamline our corporate structure and aggressively pursue increasing shareholder value,” said Martin Ellis, president and chief executive officer. “Her breadth of corporate and multi-functional leadership experience augurs well for our organizational needs as we realign corporate functions.”

Weigand is a member of the American Bar Association. She is also a member of the Finance Committee of the Society of Corporate Secretaries and Governance Professionals and is a former member of its Board of Directors. She has a J.D. degree from Case Western Reserve University School of Law and a B.S. in Accounting from Gannon University.

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 Cleveland, Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China. For more information, visit www.agilysys.com.

Contact:

Curtis Stout
Vice President and Treasurer
Agilysys, Inc.
440-519-8635
curtis.stout@agilysys.com

SOURCE Agilysys, Inc.

CONTACT: Curtis Stout, Vice President and Treasurer of Agilysys, Inc., +1-440-519-8635

curtis.stout@agilysys.com