-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+qgHwIRJdDClKut26IONxQBpR8xhQa/ojl0A4Zz/q13M05jPhr6mYYr0+nXLOtw 4BQYOQoKJwV9uyGNnEFgzA== 0001013594-08-000206.txt : 20080225 0001013594-08-000206.hdr.sgml : 20080225 20080225175352 ACCESSION NUMBER: 0001013594-08-000206 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080221 FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 08640548 BUSINESS ADDRESS: STREET 1: 6100 RED HOOK QUARTER STREET 2: 18B, SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 BUSINESS PHONE: 2038628000 MAIL ADDRESS: STREET 1: 6100 RED HOOK QUARTER, 18B STREET 2: SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaufman Michael A CENTRAL INDEX KEY: 0001426157 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 08640549 BUSINESS ADDRESS: BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK Capital Fund LP CENTRAL INDEX KEY: 0001426156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 08640550 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 08640551 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 4 1 agilysysfm4-022508_ex.xml X0202 4 2008-02-21 0 0000078749 AGILYSYS INC AGYS 0001385702 MAK CAPITAL ONE LLC 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001426156 MAK Capital Fund LP 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001426157 Kaufman Michael A 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001044734 SUSSMAN S DONALD 6100 RED HOOK QUARTER, 18B SUITES C, 1-6 ST. THOMAS VI 00802 VIRGIN ISLANDS, U.S. 0 0 1 0 Common Stock 2008-02-21 4 P 0 33200 12.5152 A 1298300 D Common Stock 2008-02-22 4 P 0 39000 12.4020 A 1337300 D Common Stock 2008-02-25 4 P 0 18200 12.5109 A 1355500 D Common Stock 2008-02-21 4 P 0 40780 12.5152 A 1596820 I See Common Stock 2008-02-22 4 P 0 47871 12.4020 A 1644691 I See Common Stock 2008-02-25 4 P 0 22400 12.5109 A 1667091 I See Reflects the transactions of securities owned directly by MAK Capital Fund LP ("MAK Capital Fund"). Reflects the transactions of securities owned indirectly by Paloma International L.P. ("Paloma") through its subsidiary, Sunrise Partners Limited Partnership. MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Capital Fund and Paloma with respect to the securities reported herein. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Capital Fund. S. Donald Sussman is the controlling person of Paloma. MAK Capital One and Mr. Kaufman may each be deemed to indirectly beneficially own the shares of common stock held by MAK Capital Fund and Paloma. Mr. Sussman may be deemed to beneficially own the shares of common stock held by Paloma. For purposes of this Form 4, MAK Capital One, Mr. Kaufman and Mr. Sussman each disclaims ownership of the shares of common stock owned by MAK Capital Fund and Paloma, except to the extent of their pecuniary interest therein. Michael A. Kaufman, Managing Member of MAK Capital One LLC 2008-02-25 EX-99 2 agilysysex99-022508.txt JOINT FILER INFORMATION Joint Filer Information Title of Security: Common Stock Issuer & Ticker Symbol: Agilysys, Inc. (AGYS) Designated Filer: MAK Capital One LLC Other Joint Filers: MAK Capital Fund LP (the "MAK Capital Fund"); Michael A. Kaufman; Paloma International L.P. ("Paloma"); and S. Donald Sussman Addresses: The address of each of MAK Capital Fund and Mr. Kaufman is 590 Madison Ave, 9th Floor, New York, New York 10022. The address of Paloma is Two American Lane, Greenwich, Connecticut 06836. The address of Mr. Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802. Signatures: Dated: February 25, 2008 MAK CAPITAL FUND LP By: MAK GP LLC, as General Partner By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman, Managing Member /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman, PALOMA INTERNATIONAL L.P. By: Paloma Partners Company L.L.C., general partner By: /s/ Michael J. Berner ---------------------- Michael J. Berner, Vice President S. DONALD SUSSMAN By: /s/ Michael J. Berner ---------------------- Michael J. Berner, Attorney-in-Fact POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Michael J. Berner and Douglas W. Ambrose as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder. The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder. This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 9, 2006. /s/ S. Donald Sussman - ---------------------- S. Donald Sussman ACKNOWLEDGEMENT IN NEW YORK STATE STATE OF CONNECTICUT, COUNTY OF FAIRFIELD ss.: On May 9, 2006, before me, the undersigned personally appeared, S. Donald Sussman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/ Diane R. Erickson --------------------- Diane R. Erickson, Notary Public (signature and office of individual taking acknowledgement) -----END PRIVACY-ENHANCED MESSAGE-----