SC 13G/A 1 agilysys_13ga1.htm SC 13G/A
 
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

AGILYSYS, INC.

 

(Name of Issuer)

Common Stock, without par value

 

(Title of Class of Securities)

00847J105

 

(CUSIP Number)

September 24, 2019

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
CUSIP No.  00847J105
 
  1. Names of Reporting Persons
Scott D. Vogel
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
 
6. Shared Voting Power
1,706,400
 
7. Sole Dispositive Power
 
8. Shared Dispositive Power
1,706,400
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,400
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
7.2%1
 
  12. Type of Reporting Person (See Instructions)
IN
           
 

1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.

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CUSIP No.  00847J105
 
  1. Names of Reporting Persons
VP Bermuda LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
 
6. Shared Voting Power
1,706,400
 
7. Sole Dispositive Power
 
8. Shared Dispositive Power
1,706,400
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,400
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
7.2%1
 
  12. Type of Reporting Person (See Instructions)
PN
           
 

1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.

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CUSIP No.  00847J105
 
  1. Names of Reporting Persons
Bermuda One Fund LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Bermuda
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
 
6. Shared Voting Power
1,706,400
 
7. Sole Dispositive Power
 
8. Shared Dispositive Power
1,706,400
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,400
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
7.2%1
 
  12. Type of Reporting Person (See Instructions)
PN
           
 

1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.

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Item 1.
  (a) Name of Issuer
Agilysys, Inc.
  (b) Address of Issuer’s Principal Executive Offices
1000 Windward Concourse, Suite 250, Alpharetta, Georgia 30005
 
Item 2.
  (a)

Name of Person Filing
The names of the persons filing this statement on Schedule 13G/A are:

i.     Bermuda One Fund LLC (“Bermuda Fund”);

ii.    VP Bermuda LLC (“VP Bermuda”);

iii.   Scott D. Vogel (“Mr. Vogel” and collectively with VP Bermuda and Bermuda Fund the “Reporting Persons”).

  (b) Address of Principal Business Office or, if none, Residence
The principal business address of (i) Bermuda Fund is c/o MQ Services Ltd., Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda and (ii) VP Bermuda and Mr. Vogel is c/o McCarter & English, LLP, 825 Eighth Avenue, 31st Flr., New York, NY 10019.
  (c)

Citizenship

Bermuda Fund is a Bermuda limited liability company.

VP Bermuda is a Delaware limited liability company.

Mr. Vogel is a United States citizen.

  (d) Title of Class of Securities
Common Stock, without par value
  (e) CUSIP Number
00847J105
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
  (k) o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

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Item 4. Ownership
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
  (a)

Amount beneficially owned:

1,706,400

  (b)

Percent of class:

7.2%

Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.

  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote

Not applicable.

    (ii)

Shared power to vote or to direct the vote

Bermuda Fund, VP Bermuda and Mr. Vogel have shared power to vote or direct the vote of the 1,706,400 shares owned by the Bermuda Fund.

    (iii)

Sole power to dispose or to direct the disposition of

Not applicable.

    (iv)

Shared power to dispose or to direct the disposition of

Bermuda Fund, VP Bermuda and Mr. Vogel have shared power to dispose or direct the disposition of the 1,706,400 shares owned by the Bermuda Fund.

 
Item 5. Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable.
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable.
 
Item 9. Notice of Dissolution of Group
   
  Not applicable.
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Item 10. Certification
   

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 7 of 8
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 24, 2019

 
BERMUDA ONE FUND LLC  
By: VP Bermuda LLC, Managing Member
 
By: /s/ Scott D. Vogel  
  Scott D. Vogel,
Managing Member		  
 
VP BERMUDA LLC
 
By: /s/ Scott D. Vogel  
  Scott D. Vogel
Managing Member		  
     
By:  /s/ Scott D. Vogel  
  SCOTT D. VOGEL  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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