-----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, RpEk+8kF8BvEGI5u8bvlzHCEjEQnZwtCkylIA8l3GqREHG96grYy9Jdt133uMBOO vNgYIwjPaJCp7BH1RiiHDw== 0001193125-10-211880.txt : 20100917 0001193125-10-211880.hdr.sgml : 20100917 20100917095335 ACCESSION NUMBER: 0001193125-10-211880 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100917 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100917 DATE AS OF CHANGE: 20100917 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 101077328 BUSINESS ADDRESS: STREET 1: 28925 FOUNTAIN PARKWAY CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4405198700 MAIL ADDRESS: STREET 1: 28925 FOUNTAIN PARKWAY CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

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: September 17, 2010

(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.)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On September 17, 2010, Agilysys, Inc. (the “Company”) announced that Kenneth J. Kossin, Jr., Senior Vice President and Chief Financial Officer of the Company, is leaving the Company to pursue other career interests after successfully integrating the finance, IT and operations functions. Mr. Kossin will resign his position on October 18, 2010 and will remain with the Company until November 10, 2010 as Chief Accounting Officer to assist in the transition of his responsibilities to his replacement. The Company and Mr. Kossin entered into a severance agreement whereby Mr. Kossin will receive severance benefits, as set forth in his employment agreement, equal to his fiscal year base pay, his fiscal year target annual incentive opportunity, and his current health and welfare benefits for a period of one year. He also is entitled to outplacement services for a period of 9 months, capped at $25,000. He will forfeit all unvested equity awards. He will receive a $25,000 retention bonus for remaining with the Company through the transition.

The Company also announced that Henry R. Bond, age 45, was appointed to serve as Senior Vice President and Chief Financial Officer of the Company, effective October 18, 2010. Mr. Bond previously served as Chief Financial Officer of Landis+Gyr North America, a privately held company in the global metering and energy management solutions industry, since 2008. Prior to that, he was Treasurer, Head of Corporate Development & Investor Relations, of John H. Harland Company, a provider of value-added products and services to financial institutions, consumers, brokerage firms, and financial software companies, from 2003 to 2007. Mr. Bond’s annual salary will be $300,000 and his fiscal year annual incentive opportunity will be $150,000, which will be pro-rated for fiscal year 2011. He also will receive 30,000 restricted shares, 50,000 stock-settled stock appreciation rights, a $75,000 sign-on bonus, and a $75,000 retention bonus, to be paid in two years if Mr. Bond is still employed with the Company.

In connection with Mr. Bond’s appointment, the Company entered into an employment agreement with Mr. Bond whereby he will be paid his current base salary and annual incentive and will receive one year of his health and welfare benefits upon termination without cause, a substantial change to his responsibilities or compensation, a required relocation, or a delisting of the Company’s shares following a change in control if Mr. Bond terminates his employment within the 30-day period following the first anniversary of the delisting. Mr. Bond also will receive travel and relocation assistance. His employment agreement contains provisions for the protection of the Company’s confidential information for an indefinite period and non-compete and non-solicitation clauses for a one-year period.

Other than his employment arrangements, Mr. Bond is not a party to any related person transactions with the Company or any of its executive officers, directors, or related persons and does not have any family relationships with any of the Company’s executive officers, directors, or related persons.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 – Press release dated September 17, 2010.


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/ Kathleen A. Weigand

  Kathleen A. Weigand
  General Counsel, Secretary and Senior Vice President – Human Resources

Date: September 17, 2010


Exhibit Index

 

Exhibit
Number
  Description
99.1   Press release dated September 17, 2010.
EX-99.1 2 dex991.htm PRESS RELEASE DATED SEPTEMBER 17, 2010 Press release dated September 17, 2010

Exhibit 99.1

FOR IMMEDIATE RELEASE

Agilysys Names Henry R. Bond Chief Financial Officer

CLEVELAND – September 17, 2010 – Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today that it has appointed Henry R. Bond as senior vice president and chief financial officer for the company, effective October 18, 2010.

Bond, 45, most recently was chief financial officer for Landis+Gyr North America, a provider of integrated energy management solutions. At Agilysys, he will report to president and chief executive officer Martin Ellis.

“Henry brings a strong financial management background, has a proven track record in helping execute strategic growth initiatives and has broad experience in M&A transactions and other value-creating corporate actions,” Ellis said. “We look forward to adding Henry’s expertise to our management team as we continue to pursue our strategy to enhance shareholder value by strengthening our company both financially and in the marketplace.”

Bond joined Landis+Gyr North America in 2008 and helped drive 50% revenue growth and 90% profit growth during his two years with the business, despite the severe global recession. From 1999 to 2007, he was with John H. Harland Company, where he served in a variety of positions of increasing responsibility in corporate development, operations management and finance, until the company was sold in 2007. Prior to that, he was a consultant with McKinsey & Company from 1996 to 1999, and a director in the financial department of Equifax Inc. from 1993 to 1995. He received an MBA degree from Duke University and a bachelor’s degree in engineering from Vanderbilt University.

Bond replaces Kenneth J. Kossin, Jr., 46, who is leaving the company to pursue other career interests after successfully integrating the finance, IT and operations functions. “We thank Ken for his many contributions to the company and wish him all the best in his future endeavors,” Ellis said.

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 and support offices in the United Kingdom, Singapore and Hong Kong. For more information, visit www.agilysys.com.

Contact:

Curtis Stout

Vice President and Treasurer

Agilysys, Inc.

440-519-8635

curtis.stout@agilysys.com

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