UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 14, 2024, Agilysys, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC, as underwriter (the “Underwriter”), MAK Capital One L.L.C. (“MAK Capital One”), in its capacity as financial advisor and manager of, and on behalf of, MAK Capital Fund LP (“MAK Fund”) and the MAK Capital Distressed Debt Fund I, LP (“MAK CDD” and collectively with MAK Fund, the “Selling Stockholders”) relating to the sale of 867,729 shares (the “Shares”) of the Company’s common stock, without par value (the “Common Stock”), by the Selling Stockholders to the Underwriter at a price of $82.59 per share. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders in the offering.
The Shares offered pursuant to the Underwriting Agreement have been registered on the Company’s shelf registration statement on Form S-3ASR (File No. 333-274548), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on September 15, 2023, and a prospectus supplement dated February 14, 2024.
The Company and the Selling Stockholders have also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to amounts payable by the Underwriter as a result of such liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Stockholders, and customary conditions to closing. The closing of the offering is expected to occur on February 20, 2024.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
1.1 |
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5.1 |
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23.1 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
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AGILYSYS, INC. |
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Date: |
February 15, 2024 |
By: |
/s/ Kyle C. Badger |
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Kyle C. Badger |