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: July 27, 2011

(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 1.02 Termination of Material Definitive Agreement.

On August 1, 2011, Agilysys, Inc. (the “Company”) terminated its Loan and Security Agreement among the Company, and certain of its subsidiaries, and Bank of America, N.A., dated May 5, 2009 (“Credit Facility”). The Credit Facility provided $50 million (permitting an increase to $75 million by a $25 million “accordion provision”) of credit for borrowings and letters of credit and was due to mature on May 5, 2012. As of March 31, 2011, the Company had no amounts outstanding under the Credit Facility, and the Company will owe no penalties for early termination. As a result of the proceeds the Company received from the sale of its Technology Solutions Group business segment (“TSG”), the Company determined that it no longer required the liquidity provided by the Credit Facility.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 28, 2011, the Company’s shareholders approved the sale of TSG. On August 1, 2011, the Company completed its sale of TSG to OnX Acquisition LLC and OnX Enterprise Solutions Limited (with OnX Acquisition LLC, “OnX”) for a purchase price of $64 million, subject to a possible downward adjustment based on final working capital. The sale was completed in accordance with that certain stock and asset purchase agreement among the Company, Agilysys Technology Solutions Group, LLC, and OnX, dated May 28, 2011.

As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2011, the Company agreed to sell to OnX all of the outstanding stock or equity of (i) Agilysys Technology Solutions Group, LLC, (ii) Agilysys Canada, Inc., and (iii) Agilysys Europe Technology Solutions Limited, and Agilysys Technology Solutions Group, LLC sold certain of its intangible assets to OnX Enterprise Solutions Limited.

Reference is made to the news release attached hereto and incorporated herein as Exhibit 99.

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

Fiscal Year 2012 Target Annual Incentives

The Compensation Committee of the Company’s Board of Directors approved fiscal year 2012 target annual incentives for the following named executive officers of the Company:

Name	Title	Target Annual Incentive
Henry R. Bond	Senior VP and CFO	$	150,000
Tina Stehle	Senior VP and COO	$	141,250
Kathleen A. Weigand	General Counsel, Secretary and Senior VP-HR	$	160,000

For Mr. Bond and Ms. Weigand, as corporate management, the achievement of target revenue, gross profit, cash/EBITDA and individual objectives entitles each named executive officer to receive a target annual incentive cash payment. For Ms. Stehle, as a business segment head, receipt of a target annual incentive cash payment is based on the achievement of target business segment revenue, gross profit and cash operating expenditures, corporate cash/EBITDA and individual objectives. For revenue goals, to receive a threshold payout of 1% of the target incentive, achievement of at least 87.51% of the performance measure is required, and to receive a maximum payout of 250%, achievement of 118.75% of the performance measure is required. For gross profit goals, to receive a threshold payout of 25% of the target incentive, achievement above 80.1% of the performance measure is required, and to receive a maximum payout of 250%, achievement of 115% of the performance measure is required. For cash/EBITDA goals, to receive a threshold payout of 50% of the target incentive, achievement of 80% of the

performance measure is required, and to receive a maximum payout of 250%, achievement of 150% of the performance measure is required.

Fiscal Year 2012 Long-Term Incentives

The Compensation Committee also approved fiscal year 2012 long-term incentive awards (“LTIs”) for the Company’s named executive officers, as follows:

Name	Value of Equity  Grant
Henry R. Bond	$	216,500
Tina Stehle	$	180,000
Kathleen A. Weigand	$	220,000

The LTIs consist of 50% stock-settled stock appreciation rights (“SSARs”) and 50% restricted shares, based on the values set forth above (“Value”), and will be granted under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). To comply with the Company’s policy of not granting equity during a closed trading window period, the grant date will be the day that is two business days after the release of the Company’s quarterly earnings for the fiscal year first quarter. The number of SSARs and restricted shares granted to each named executive officer will be determined by dividing the respective Value by the fair market value of the Company’s common shares on the grant date, and the exercise price for the SSARs will be equal to the fair market value of Company’s common shares on the grant date, such SSARs and restricted shares to vest ratably over a three-year period, one-third per year on each of March 31, 2012, 2013 and 2014, pursuant to an award agreement, provided such executive officer remains employed by the Company. The number of SSARs and restricted shares granted on the grant date will be disclosed on a Form 4 filed with the SEC for each named executive officer within two business days of the grant date.

Appointment of Chief Operating Officer

On July 28, 2011, the Board appointed Tina Stehle, age 54, as Senior Vice President and Chief Operating Officer of the Company. Ms. Stehle has served as Senior Vice President and General Manager of the Company’s Hospitality Solutions Group from July 2007 to November 2008 and Vice President and General Manager of the Hospitality Solutions Group from August 2006 to July 2007. She served as Vice President of Software Services from February 2004 to August 2006.

Officer Separation

On August 1, 2011, Anthony Mellina, Senior Vice President and General Manager, separated from the Company.

Termination of Incentive Plans

On July 28, 2011, in consideration of the approval of the 2011 Plan, the Board terminated the 2006 Stock Incentive Plan, as amended, and the 2000 Stock Incentive Plan, as amended (the “Prior Plans”). As such, no new awards will be granted under the Prior Plans, and awards previously granted under the Prior Plans will be settled pursuant to and in accordance with the terms of the respective Prior Plan under which each award was granted.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Attached hereto as Exhibit 3(ii) is the Company’s Amended Code of Regulations (“Regulations”), approved by the shareholders of the Company at the Annual Meeting of Shareholders, which provides under Article II, Section 1, that the number of Directors in each class may be fixed or changed by the Board of Directors of the Company; provided, however, that the total number of Directors shall not be less than three or more than nine members. Under authority granted by the shareholders, the Board of Directors amended the Regulations to delete reference in the Regulations to the current number of Directors, and as such, the following sentence is deleted: “Unless and until otherwise so fixed or changed, there shall be four (4) Class A Directors and three (3) Class B Directors.” Upon the

resignations of Messrs. Commes, Knicely and Ellis from the Board, the Board authorized that the size of the Board shall consist of six Directors, with each class consisting of three Directors each serving a two-year term.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Agilysys, Inc. was held on July 28, 2011. The following matters were voted upon:

1. The sale of the Company’s Technology Solutions Group business segment to OnX Acquisition LLC and OnX Enterprise Solutions Limited was authorized. The vote results for Proposal 1 were as follows:

For	Against	Abstain	Broker Non-Votes
17,645,458	51,393	19,423	2,335,233

2. The amendment to the Company’s Amended Code of Regulations (“Regulations”) to reduce the required number of Directors to a minimum of three and maximum of nine was approved. The vote results for Proposal 2 were as follows:

For	Against	Abstain
18,805,478	1,085,548	160,481

3. The amendment to the Regulations to reduce the number of Board classes from three to two was approved. The vote results for Proposal 3 were as follows:

For	Against	Abstain	Broker Non-Votes
17,456,221	156,161	103,892	2,335,233

Additionally, a majority of disinterested shares approved amending the Regulations to reduce the number of Board classes from three to two, as follows:

For	Against	Abstain	Broker Non-Votes
9,898,599	156,161	103,892	2,335,233

4. As both Proposals 2 and 3 were approved, one Director was elected to serve a two-year term expiring at the 2013 Annual Meeting of Shareholders. The vote results for Proposal 4 were as follows:

	For	Withheld	Broker Non-Votes
R. Andrew Cueva	16,557,414	1,158,860	2,335,233

5. As both Proposals 2 and 3 were approved, Proposal 4 was voted upon and Proposal 5 was not voted upon.

6. The amendment to the Company’s Amended Articles of Incorporation to delete Article that states that amendments to the Regulations may only be authorized by shareholders was approved. The vote results for Proposal 6 were as follows:

For	Against	Abstain
18,476,286	1,543,969	31,252

7. The amendment to the Regulations to authorize the Board to amend the Regulations to the extent permitted by Ohio General Corporation Law was approved. The vote results for Proposal 7 were as follows:

For	Against	Abstain
18,482,724	1,510,983	57,800

8. The Company’s executive compensation for its named executive officers was approved. The vote results for Proposal 8 were as follows:

For	Against	Abstain	Broker Non-Votes
16,290,778	1,316,040	109,456	2,335,233

9. A one-year (annual) frequency was selected as the frequency for future advisory votes on executive compensation. The vote results for Proposal 9 were as follows:

One-year	Two-years	Three-years	Abstain	Broker Non-Votes
15,789,622	271,220	1,597,812	57,620	2,335,233

10. The Agilysys, Inc. 2011 Stock Incentive Plan was approved. The vote results for Proposal 10 were as follows:

For	Against	Abstain	Broker Non-Votes
16,615,003	1,024,662	76,609	2,335,233

11. The Agilysys, Inc. Annual Incentive Plan was approved. The vote results for Proposal 11 were as follows:

For	Against	Abstain	Broker Non-Votes
17,226,773	143,401	346,100	2,335,233

12. The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012 was ratified. The vote results for Proposal 12 were as follows:

For	Against	Abstain
19,586,086	202,037	263,384

No proposal to adjourn or postpone the Annual Meeting was brought to vote, and no other business was before the Annual Meeting.

Item 8.01 Other Events.

On August 1, 2011, the Company announced its plans to commence a repurchase program. The Board approved the repurchase of up to 1,600,000 common shares of the Company. Unless renewed, the share repurchase program will expire on March 31, 2012.

Reference is made to the news release attached hereto and incorporated herein as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3(ii) – Amended Code of Regulation of Agilysys, Inc.

Exhibit 99 – News Release dated August 1, 2011.

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: August 1, 2011

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3(ii)	Amended Code of Regulation of Agilysys, Inc.
99	News Release dated August 1, 2011.

EX-3.(II)

Exhibit 3(ii)

AGILYSYS, INC.

AMENDED CODE OF REGULATIONS

ARTICLE I — MEETINGS OF SHAREHOLDERS

Annual Meetings

Section 1. The annual meeting of the shareholders of the Corporation shall be held in the principal office of the Corporation or at such other place within or without the State of Ohio as the Directors shall determine, at such date and time and month of each year as shall be designated by the Board of Directors. Upon due notice, there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting.

Special Meetings

Section 2. Special meetings of the shareholders shall be called by the Chairman of the Board; the President; the Secretary; pursuant to a resolution of the Board of Directors; or upon the written request of two (2) Directors, and shall be held at such times and places, within or outside of the State of Ohio, as shall be specified in the call thereof.

Notice of Meetings

Section 3. A written notice of each annual and special meeting, stating the time, place and purposes thereof, shall be given to each shareholder of record entitled to notice of the meeting in writing by personal delivery or by mail not less than seven (7) days, and not more than sixty (60) days before any such meeting, by or at the direction of the President, Chairman of the Board or Secretary, directed to the last known address of each such shareholder aforesaid as it appears on the records of the Corporation. All notices with respect to any shares to which persons are jointly entitled may be given to that one of such persons who is named first upon the books of the Corporation, and notice so given shall be sufficient notice to all other persons jointly entitled to said shares. Notice may be waived in writing by any shareholder either before or after such meeting, and shall be waived by the attendance of any shareholder at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice.

Quorum

Section 4. Except as otherwise provided by law, the Articles of Incorporation, or these Regulations, a quorum at all meetings of shareholders shall consist of the holders of record of a majority of shares entitled to vote thereat, present in person or by proxy.

Adjournment

Section 5. If less than a quorum shall be in attendance at the time for which any meeting of the shareholders shall have been called, the meeting may be adjourned from time to time by a majority of the voting shares present in person or by proxy and entitled to vote, without any notice other than by announcement at the meeting of the time and place to which it adjourned, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

Proxies

Section 6. Any person entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or an adjourned meeting thereof and vote thereat, and execute consents, waivers and releases, and exercise any of his other rights by proxy or proxies appointed by a writing signed by such person, providing the writing has been filed with the Secretary prior to the action to be taken.

ARTICLE II — DIRECTORS

Number, Classification, Term of Office

Section 1. The Board of Directors shall be divided into two classes to be known as Class A and Class B. The number of Directors in each class may be fixed or changed by the Board of Directors of the Company; provided, however, that the total number of Directors shall not be less than three (3) or more than nine (9) members, and no class shall consist of less than three (3) directors. One class of Directors shall be elected each year and the Directors in each class shall hold office for a term of two years and until their respective successors are elected and qualified. In case of any increase in the authorized number of Directors of any class, any additional Directors provided for and elected to such class shall hold office for a term which shall coincide with the full term or the remainder of the term, as the case may be, of such class.

Annual Meetings

Section 2. The Board of Directors shall meet immediately following the adjournment of the annual meeting of shareholders at the place of the annual shareholders’ meeting or at such time and place as may be designated in writing by a majority of all the Directors, for the purpose of electing officers or otherwise, and no notice of such meeting need be given to the Directors in order legally to constitute the meeting; provided, that a majority of the whole Board shall be present.

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Meetings

Section 3. Meetings of the Board of Directors may be called by the Chairman of the Board, the President (or in his absence by a Vice President) or any two (2) Directors on written notice to each Director, given by personal delivery or by mail, cablegram or telegram, at least two (2) days before the time of such meeting. Notice of any such meeting may be waived by any Director, however, before or after the meeting by writing and shall be deemed to be waived by any Director who shall attend such meeting in person without protesting, prior to or at the commencement of the meeting, the lack of proper notice. Any meeting of the Board of Directors shall be a legal meeting without notice having been given, if attended by all the members of the Board.

Quorum

Section 4. At all meetings of the Board of Directors, a majority of the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors then in office shall constitute a quorum for purposes of filling a vacancy in the Board.

Telephone Conferences

Section 5. Meetings of the Board of Directors or any committee thereof may be held through any communications equipment if all persons participating can hear each other, and participation in such a meeting shall constitute presence at such meeting.

Resignation

Section 6. Any Director may resign at any time by delivering a signed written notice thereof to the Secretary of the Corporation, which resignation shall take effect at the time of said delivery or at such other time as may be specified in said notice.

Removal

Section 7. All the Directors or all the Directors of a particular class or any individual Director may be removed from office, with or without cause, by the vote of the holders of two-thirds of the voting power entitled to elect Directors in place of those to be removed; provided, that unless all the Directors or all the Directors of a particular class are to be removed, no Director shall be removed without cause if the number of shares voted against his removal would be sufficient to elect at least one Director if cumulatively voted at an election of all the Directors, or all the Directors of a particular class, as the case may be.

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Vacancies

Section 8. Vacancies in the Board of Directors, whether caused by the death or resignation or removal of a Director, or by an increase in the authorized number of Directors, or otherwise, may be filled for the unexpired term by a vote of a majority of the remaining Directors, though less than a majority of the whole authorized number of Directors.

Board Committees

Section 9. (a) The Board of Directors may from time to time appoint certain of its members (but not less than three (3)) to act as a Committee or Committees of Directors, and, subject to the provisions of this Section, may delegate to any such Committee any of the authority of the Board, however conferred, other than that of filling vacancies among the Directors or in any Committee of Directors. The Board of Directors may likewise appoint one or more Directors as alternate members of any such Committee, who may take the place of any absent member or members at any meeting of such Committee. Each such member and each such alternate shall serve in such capacity at the pleasure of the Board of Directors.

(b) In particular, the Board of Directors may create an Executive Committee in accordance with the provisions of this Section. if created, the Executive Committee shall possess and may exercise all of the powers of the Board in the management and control of the business of the Corporation during the intervals between meetings of the Board subject to provisions of this Section. The chairman of the Executive Committee shall be determined by the Board of Directors from time to time. All action taken by the Executive Committee shall be reported in writing to the Board of Directors at its first meeting thereafter.

(c) Each such Committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Board and shall be subject to the control and direction of the Board. Each Committee shall keep regular minutes of its proceedings and shall report the same to the Board when required.

(d) An act or authorization of any act by any such Committee within the authority delegated to it shall be effective for all purposes as the act or authorization of the Board of Directors. In every case the affirmative vote of a majority of its members at a meeting, or the written consent of all of the members of any such Committee without a meeting, shall be necessary for the taking or approval of any action.

(e) Each such Committee may prescribe such rules as it shall determine for calling and holding meetings and its method of procedure, subject to the provisions of this Section and any rules prescribed by the Board of Directors.

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Compensation

Section 10. The compensation of the Directors shall be such as the Board of Directors may from time to time determine. On resolution of the Board of Directors, a fixed sum for expenses of attendance may be allowed for attendance at each meeting. Members of the Executive Committee or other Committee of the Board may be allowed such compensation and such expenses for attending committee meetings as the Board of Directors may determine.

ARTICLE III — OFFICERS

Composition

Section 1. The officers of the Corporation shall include a Chairman of the Board (who shall be a Director), a President, one or more Vice Presidents (including a Financial Vice President), a Secretary, a Treasurer, and such other officers as the Board of Directors may determine to be necessary or appropriate, including, but not limited to, a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Board of Directors may also appoint such other subordinate officers, employees and agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.

Election and Term of Office

Section 2. The said officers shall be elected by the Board of Directors by a majority ballot and shall hold office for one (1) year and until their respective successors are elected and qualified, but shall be subject to the power of removal hereinafter provided.

Removal

Section 3. Any officer elected or appointed by the Board of Directors may be removed at any time either with or without cause by the affirmative vote of two-thirds of the Board of Directors. Any other officer or employee of the Corporation may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors.

Compensation

Section 4. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

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Bond

Section 5. All or any of said officers shall, if the Board of Directors so determines, furnish bonds for the faithful performance of their duties in such amount or amounts as the Board of Directors may require, upon terms, provisions and conditions and with surety or sureties to the satisfaction of the said Board.

ARTICLE IV — DUTIES OF OFFICERS

The Chairman of the Board

Section 1. The Chairman of the Board shall preside at all meetings of the Board of Directors. The Chairman of the Board or the President shall sign the minutes of the shareholders’ and Directors’ meetings. The Chairman of the Board shall perform the duties and exercise the powers of the President in case of the President’s disability or absence from the office of the Corporation. The Chairman of the Board shall have such other powers and duties as may be prescribed by the Board of Directors.

The President

Section 2. The President shall exercise, subject to the control of the Board of Directors, general supervision over the affairs of the Corporation and shall perform generally, subject to the control of the Board, all duties customarily incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors. He shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate to any officer or officers of the Corporation specific powers, other than those that may be by law conferred upon the President. He shall sign all the certificates of stock, bonds, contracts, notes, mortgages and other documents authorized by the Board of Directors and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities except in cases where the execution thereof shall be expressly delegated by the Board or these Regulations or by law to some other officer or agent of the Corporation. In case of the disability or absence from office of the Chairman of the Board, the President shall also perform the duties and exercise the powers of that office. The President or Chairman of the Board shall sign the records of the shareholders’ and Directors’ meetings.

Chief Executive and Chief Operating Officers

Section 3. The Board of Directors may designate one or more persons as either Chief Executive Officer or Chief Operating Officer or both and may specify the duties, authority and responsibilities of each of said officers.

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Vice Presidents

Section 4. The Vice President (or if there be more than one, the Vice President designated by the Board of Directors) shall perform the duties and exercise the powers of the President in case of his disability or absence from the office of the Corporation and in case of the disability or absence from the office of the Corporation of the Chairman of the Board. The signature of the Corporation by any Vice President to any deed, contract or other instrument in writing, purporting to be the act of the Corporation, shall be taken, received and accepted as the authorized and binding act of the Corporation and with like effect as if made by the President. The Financial Vice President shall be the Chief Financial Officer of the Corporation. Any Vice President shall have such further powers, and perform such further duties, as may be from time to time granted or imposed by the Board of Directors.

Secretary

Section 5. The Secretary shall attend all meetings of the Board and all meetings of the shareholders held at the office of the Corporation, shall keep minutes of all of the proceedings thereof, and shall record all votes and the minutes of all of the proceedings in a book to be kept for that purpose. He shall perform like duties for committees of the Corporation when so required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall attest the seal of the Corporation when required. The Secretary shall have custody of the seal of the Corporation, and either he or the Treasurer shall attest the seal and see that it is affixed to all authorized documents requiring a seal. The Secretary or the Treasurer shall sign all certificates of shares in the Corporation and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities. The Secretary shall perform such other duties usually incident to the office of Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors, Chairman of the Board or President. At any meeting of the shareholders or Board of Directors at which the Secretary is not present, a secretary pro tempore may be appointed.

Assistant Secretary

Section 6. In case of the Secretary’s sickness, disability or temporary absence from the office of the Corporation, one or more Assistant Secretaries, if any, shall perform his duties. The Assistant Secretary or Secretaries, if any, shall perform such further duties as from time to time may be prescribed by the Board of Directors, Chairman of the Board, President or Secretary.

Treasurer

Section 7. The Treasurer shall, subject to the direction of the Board of Directors, have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys

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and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer or the Secretary shall attest the seal of the Corporation and see that it is affixed to all authorized documents requiring a seal. The Treasurer or Secretary shall sign all certificates for shares in the Corporation and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities. The Treasurer shall perform such other duties usually incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors, Chairman of the Board or President.

Assistant Treasurer

Section 8. In case of the Treasurer’s sickness, disability or temporary absence from the office of the Corporation, one or more Assistant Treasurers, if any, shall perform his duties. The Assistant Treasurer or Treasurers, if any, shall perform such further duties as from time to time shall be prescribed by the Board of Directors, Chairman of the Board, President or Treasurer.

Controller

Section 9. The Controller, if one is elected, shall be the Chief Accounting Officer of the Corporation, and shall have such duties and responsibilities as are normally incident to that office.

ARTICLE V — SEAL

Section 1. The Seal of the Corporation shall be circular, with the words and figures “SEAL, AGILYSYS, INC., OHIO,” or words and figures of similar import inscribed thereon.

ARTICLE VI — SHARES

Certificates

Section 1. Ownership of shares of the Corporation shall be evidenced by certificates or through the issuance of book-entry or non-certificated shares. The Board may designate at its discretion at any time that some or all of the shares of the Corporation may be evidenced through the issuance of book-entry or non-certificated shares. Those certificates issued evidencing share ownership shall bear a distinguishing number, the signature of the President and of the Secretary or the Treasurer, and such recitals as may be required by law. The certificates for shares, if any, shall be of such tenor and design as the Board of Directors may adopt from time to time.

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Transfers

Section 2. The shares may be transferred on the books of the Corporation by the registered holders thereof, or by their attorneys legally constituted in writing or their legal representatives, by surrender of the certificate or certificates therefore for cancellation and a written assignment of the shares evidenced thereby. The Board of Directors may, from time to time, appoint such Transfer Agents or Registrars of shares as it may deem advisable, and may define their powers and duties. The Board of Directors shall have authority to make such other rules and regulations as it deems expedient concerning the issuance, registration and transfer of certificates for shares.

Substituted Certificates

Section 3. The Board of Directors may order a new certificate or certificates for shares to be issued in place of any certificate or certificates alleged to have been lost, stolen or destroyed, but in every such case the owner of the lost, stolen or destroyed certificate or certificates shall first make an affirmation of that fact and cause to be given to the Corporation, if so requested, a bond, with surety or sureties satisfactory to the Corporation in such sum as said Board of Directors may in its discretion deem sufficient, as indemnity against any loss or liability that the Corporation may incur by reason of the issuance of such new certificates; provided, the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.

Closing of Transfer Books

Section 4. The share transfer books of the Corporation may be closed by order of the Board of Directors for a period not exceeding sixty (60) days prior to any meeting of the shareholders, and for a period not exceeding sixty (60) days prior to the payment of any dividend. The times during which the books may be closed shall, from time to time, be fixed by the Board of Directors.

ARTICLE VII — NOTICES

Notice by Mail

Section 1. Whenever, under the provisions of these Regulations, notice is permitted to be given to any shareholder or Director by mail, it may be given by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to the shareholder or Director, at such address as appears on the books of the Corporation; and such notice shall be deemed to be given at the time when the same shall be thus deposited in the mail.

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Notice by Telegraph

Section 2. Whenever, under the provisions of these Regulations, notice is permitted to be given to any Director by telegraph, it may be given by a prepaid telegram addressed to such Director at such address as appears on the books of the Corporation, or in default of other address, at his place of residence or usual place of business, last known to the Corporation, and such notice shall be deemed to be given at the time such telegram shall be delivered to the telegraph company for transmittal.

ARTICLE VIII — INDEMNIFICATION

Section 1. Each person who is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Employee, Trustee or Agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation as follows:

(a) If such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of his being or having been such Director, Officer, Trustee, Agent or Employee, such person shall be indemnified against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful; provided the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding shall also not create a presumption that the person had reasonable cause to believe that his conduct was unlawful; or

(b) If such person was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of his having been such Director, Officer, Trustee, Agent or Employee, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of either (i) any claim, issue or matter to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which such action or suit was brought determines upon

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application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court shall deem proper or (ii) any action or suit involving a Director in which the only liability asserted against such director is pursuant to Section 1701.95 of the Ohio Revised Code.

Section 2. To the extent that such a Director, Officer, Trustee, Agent or Employee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraph (a) or (b) of Section 1 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

Section 3. In all cases in which the Director, Officer, Trustee, Agent or Employee may be entitled to indemnification under Paragraphs (a) or (b) of Section 1 of this Article, any indemnification, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, Trustee, Employee or Agent is proper in the circumstances because he has met the standards of conduct set forth in Paragraph (a) or (b) of Section I of this Article, whichever is applicable. Such determination shall be made as follows:

(a) By a majority vote of a quorum of the Corporation’s Directors who were not and are not parties to or threatened with any such action, suit or proceeding; or

(b) if such a quorum is not obtainable or if a majority of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five (5) years; or

(c) By the shareholders; or

(d) By the Court of Common Pleas or the court in which such action, suit or proceeding was brought.

Any determination made by the disinterested Directors under Paragraph (a) or by independent legal counsel under Paragraph (b) of Section 3 of this Article shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation, if the expenses for which indemnification has been sought were incurred in an action or suit by or in the right of the Corporation.

Section 4. In the case of an action, suit or proceeding involving a Director, unless the only liability asserted against such Director in a proceeding referred to in paragraphs (a) or (b) of Section I of this Article is pursuant to Section 1701.95 of the Ohio Revised Code, the Corporation shall pay expenses, including attorney’s fees, incurred by a Director in defending such an action, suit or proceeding as they are incurred in advance of the final disposition of such

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action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director in which such Director agrees to both (i) repay such amount if it is proven by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard to the best interests of the Corporation, and (ii) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

Section 5. The Corporation may pay expenses, including attorney’s fees incurred in defending any action, suit or proceeding referred to in Paragraph (a) or (b) of Section 1 of this Article as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by the Directors in the specific case upon receipt of an undertaking by or on behalf of the Trustee, Director, Officer, Employee or Agent to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. The rights of indemnification herein authorized shall be severable, shall not be deemed exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or any agreement, vote of shareholders or disinterested Directors, or otherwise, both as to actions in the official capacity of the person seeking indemnity, and as to actions in another capacity while holding such office and shall continue as to a person who has ceased to be a Director, Officer, Trustee, Agent or Employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for any person who is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Trustee, Employee or Agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

Section 8. The Corporation’s authority to indemnify persons pursuant to paragraphs (a) and (b) of Section 1 of this Article does not limit the payment of expenses as they are incurred, indemnification, insurance or other protection that may be provided pursuant to Sections 5, 6, and 7 of this Article; paragraphs (a) and (b) of Section I of this Article do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, or 7 of this Article.

Section 9. As used in this Article, references to “Corporation” include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a Director, Officer, Employee or Agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a Director,

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Officer, Trustee, Employee or Agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise shall stand in the same position under this Article with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

Section 10. The provisions of this Article shall apply to actions, suits and proceedings, whether civil (including, but not limited to, actions by or in the right of the Corporation), criminal, administrative or investigative, commenced or threatened after the adoption of this Article, whether arising from acts or omissions to act occurring before or after its adoption.

Section 11. Notwithstanding the foregoing, the Corporation shall, to the extent permitted by the Ohio Revised Code, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. The indemnification provided for in this Article shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under the Articles of the Corporation, agreement, vote of shareholders or disinterested directors or otherwise.

ARTICLE IX — FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Directors of the Corporation.

ARTICLE X — AMENDMENTS

These Regulations may be amended or repealed or new Regulations adopted at any meeting of shareholders by the affirmative vote of the holders of record of shares entitling them to exercise two-thirds of the voting power of the Corporation on such proposal, or may be adopted without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal. These Regulations may also be amended by the Directors to the extent permitted by the Ohio General Corporation Law.

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EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

Agilysys Closes Sale of Technology Solutions Group

— Board Authorizes 1.6 Million Share Repurchase Program

— Company to Focus on Growing State-of-the-Art Hospitality and Retail Solutions

CLEVELAND—Aug. 1, 2011—Agilysys, Inc. (Nasdaq: AGYS), a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries, today announced that the sale of its Technology Solutions Group (TSG) business unit has been completed. In addition, Agilysys’ Board of Directors has authorized a share repurchase program for up to 1.6 million common shares, or approximately 7% of the Company’s outstanding shares.

Interim President and Chief Executive Officer James Dennedy commented: “Agilysys is sufficiently capitalized with ample cash and no debt. Today’s adoption of the share repurchase program reflects the Board’s commitment to prudently return capital to shareholders. Cash also will be used for both working capital purposes and to make select investments in the business, while improving operating and financial performance. We believe this approach offers the greatest opportunity for increasing shareholder value.”

TSG Close

On May 31, 2011, the Company announced a definitive agreement to sell its TSG business for $64 million in cash to OnX Enterprise Solutions; the transaction was approved by Agilysys shareholders on July 28, 2011. OnX will assume management of the former TSG operations including all North American and European operations. OnX is a privately held company and majority owned by Marlin Equity Partners of Los Angeles, CA.

“Agilysys is pleased to have completed the sale of TSG. We wish our colleagues transitioning to OnX all the best and we thank them for their years of service to Agilysys. Since the announcement of the sale, we developed and have begun executing a plan to restructure and relocate corporate closer to the businesses,” added Dennedy.

“Looking forward, Agilysys will focus on its faster growing and higher margin businesses, emphasizing unique solutions that represent state-of-the-art IT applications in the hospitality and retail sectors.”

Share Repurchase Program

The Company’s Board of Directors authorized the repurchase of up to 1.6 million common shares. The share repurchase program permits shares to be repurchased in open market or private transactions, through block trades and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The share repurchase program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company. Unless renewed, the share repurchase program will expire on March 31, 2012.

“We are pleased to announce the intent to repurchase up to 1.6 million Agilysys common shares. The Board of Directors prudently evaluated the attributes of the Company’s shareholder base, the fact that the Company terminated its secured line of credit as part of the divestiture of TSG and alternative uses of cash to determine the optimal amount of capital to return to shareholders,” Dennedy said.

Agilysys Hospitality and Retail Businesses

Agilysys will continue to operate as a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries. Its legacy businesses – consisting of the Company’s Hospitality Solutions Group (HSG) and Retail Solutions Group (RSG) – specialize in market-leading point-of-sale, property management, inventory and procurement and mobile and wireless solutions designed to streamline operations, improve efficiency and enhance the consumer’s experience.

The Company continues to operate extensively throughout North America, with additional sales and support offices in the United Kingdom, Singapore and Hong Kong.

About Agilysys

Agilysys is a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries. The Company specializes in market-leading point-of-sale, property management, inventory and procurement, and mobile and wireless solutions that are designed to streamline operations, improve efficiency and enhance the consumer’s experience. Agilysys serves casinos, resorts, hotels, foodservice venues, stadiums, cruise lines, grocery stores, convenience stores, general and specialty retail businesses and partners. 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.

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Investor Contact:

Curtis Stout

Vice President and Treasurer

Agilysys, Inc.

440-519-8635

curtis.stout@agilysys.com