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: January 12, 2012

(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 2.02 Results of Operations and Financial Condition;

Item 7.01 Regulation FD Disclosure; and

Item 8.01 Other Events.

On January 12, 2012, James H. Dennedy, President and Chief Executive Officer, Robert R. Ellis, Senior Vice President and Chief Financial Officer and Curtis C. Stout, Vice President and Treasurer, of Agilysys, Inc. (the “Company”) delivered a presentation at the Needham Growth Conference in New York, New York containing an overview of the Company and results of operations through the second fiscal quarter ended September 30, 2011. A copy of the slide show that was handed out at this presentation, which is also available on the Company’s website, is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1    Agilysys, Inc. January 2012 investor presentation.

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/ Robert R. Ellis
	Robert R. Ellis
	Senior Vice President and Chief Financial Officer

Date: January 12, 2012

Exhibit Index

Exhibit Number	Description
99.1	Agilysys, Inc. January 2012 investor presentation.

EX-99.1

The Leading Growth Company Focused  Investment Bank for 27 Years

AGILYSYS, INC.

| Clean Technologies

|

Communications

| Consumer

| Enterprise Infrastructure

|

Healthcare

|

| Industrial & Diversified Growth

|

Semiconductors & Equipment

|

Software & Services

|

The Leading Growth Company Focused  Investment Bank for 27 Years

Exhibit 99.1

The Fourteenth Annual

Needham Growth Conference

January 10-12th, 2012, New York City

January 2012

2

Company Overview

3

Forward-Looking Language

Other potential risks and uncertainties that may cause actual results to be materially different from those in forward-looking information are

described in “Risk Factors,”

which is included in Part I, Item 1A of the Company’s Annual Report for the fiscal year ended March 31, 2011.

Use of Non-GAAP Financial Information

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this presentation,

certain non-GAAP financial measures as defined by the SEC rules are used.

Management

believes

that

such

information

can

enhance

investors'

understanding

of

the

Company's

ongoing

operations.

The

non-GAAP

measures included in this presentation have been reconciled to the comparable GAAP measures within an accompanying table, shown on

the last page of this presentation.

This Quarterly Report contains certain management expectations, which may constitute forward-looking information within the meaning of

Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934, and the Private Securities Reform Act of

1995. Forward-looking information speaks only as to the date of this Quarterly Report and may be identified by use of words such as “may,”

“will,” “believes,” “anticipates,” “plans,” “expects,” “estimates,” “projects,” “targets,” “forecasts,” “continues,” “seeks,” or the negative of those

terms or similar expressions. Many important factors could cause actual results to be materially different from those in forward-looking

information, including, without limitation, competitive factors, disruption of supplies, changes in market conditions, pending or future claims or

litigation, or technology advances. No assurances can be provided as to the outcome of cost reductions, expected benefits and outcomes

from our recent ERP implementation, business strategies, future financial results, unanticipated downturns to our relationships with

customers and macroeconomic demand for IT products and services, unanticipated difficulties integrating acquisitions, new laws and

government regulations, interest rate changes, consequences related to the concentrated ownership of our outstanding shares by MAK

Capital, unanticipated deterioration in economic and financial conditions in the United States and around the world or the consequences

associated with the sale of the Company’s TSG business, and uncertainties regarding restructuring actions and the relocation of the

Company’s corporate headquarters. The Company does not undertake to update or revise any forward-looking information, even if events

make it clear that any projected results, actions, or impact, express or implied, will not be realized.

Forward-looking statements & non-GAAP financial

information

•

Leading developer and marketer of proprietary enterprise software, services

and solutions to the hospitality and retail industries

•

Two

reportable

businesses:

Hospitality

Solutions

Group

(“HSG”)

develops

and

markets

proprietary

software

for

hospitality

markets

and

Retail

Solutions

Group

(“RSG”)

is a system integrator of store front technology for retailers

Formed:

1963

Ticker symbol:

AGYS (NASDAQ)

Market capitalization:

~$200 million

Capital structure as of 9/30/11:

Debt-free

Fiscal 2011 sales

:

$201 million

Markets served as % of revenue:

94% North America

6% Asia and Europe

Employees:

800

Corporate HQ:

Solon, Ohio (relocating to Alpharetta, GA)

4

Summary

Quick Facts

1

(1) March 31

fiscal year: excludes TSG which was divested 7/31/11

st

Agilysys: overview

•

Hospitality customers can rely

on HSG to deliver:

•

Enterprise applications

•

Hardware enabling our complete

array of enterprise applications

•

Recurring services such as

software maintenance and

hosting or SaaS offerings

•

Implementation and training

services as well as help desk

support

5

Agilysys

Hospitality

Solutions

Enterprise

Applications

Complementary 

Offerings

Hardware

Software

Maintenance

Implementation

Hosting

(SaaS)

Training

Help Desk

Agilysys

Hospitality

Solutions

Document Management

Central Reservation

Mobility

•

G360 capabilities

•

Buy/build capabilities

•

POS (IG Roam)

•

PMS (iPad enabled)

•

RSG (mPOS)

6

Titles We Own

Best in class point solutions for the markets we service

Property Management

Inventory & Procurement

Point of Sale

Gaming

Hotels & Resorts

Restaurants

Cruise Lines

Food Service

Stadiums & Arenas

7

HSG Markets Served

8

Balanced revenue mix driven by proprietary software

(1) Trailing Twelve Months ending 9/30/11

$14.6

16%

$16.9

18%

$42.3

46%

$18.9

20%

HSG Revenue Mix

1

-

$93

Software

Services

Recurring Support

Hardware

$16.9

29%

$42.3

71%

HSG Proprietary Services Mix

1

-

$59

Project Services

Recurring Support

HSG

Revenue

Profile

•

Agilysys Retail Solutions provides:

•

Integration of end-to-end in-store technology solutions

•

Unparalleled expertise in POS and Mobility solutions

•

Personnel with an average of 18 years experience in the retail market

•

Agilysys Retail Solutions is:

•

Solution partner for IBM Retail Store Solutions receiving the IBM RSS

Excellence Award for 16 consecutive years (since the award’s inception)

•

Large Motorola Enterprise Mobility Solutions Partner and also one of

Motorola’s largest Enterprise Mobility Wireless (WLAN) Partners

•

VeriFone Premier Partner

9

Agilysys Retail Solutions

•

Lifecycle management of

store-centric business

systems

•

Higher ROI and lower TCO

•

Servicing the needs of

smart consumers

•

Point-of-Sale

•

Customer Self-Service

•

Mobile Point-of-Service

•

Mobile Store Managers

•

Mobile Store Associates

10

Agilysys

Retail

Services

Consulting

Software

Development

Project

Management

Integration

Implementation

Equipment

Disposal

Maintenance

24x7

Help

Desk

Agilysys Retail Solutions

11

Grocery

Chain Drug Stores

General and Specialty Retail

Quick Serve Restaurants

Convenience Stores

RSG Markets Served

12

(1) Trailing Twelve Months ending 9/30/11

$4.3

4%

$18.3

15%

$22.9

19%

$75.2

62%

-

$120

Software

Services

Recurring Support

Hardware

$18.3

46%

$21.4

54%

RSG Proprietary Services Mix

1

-

$40

Project Services

Recurring Support

RSG Revenue Profile

Comprehensive proprietary services differentiates RSG from other system integrators

RSG Proprietary Services Mix

1

•

Closed divestiture of Technology Solutions Group (TSG) business to OnX Enterprise

Solutions

on

August

1

st

•

Strategic emphasis focuses on improving business performance, making select investments

and returning capital to shareholders

•

Streamlining

operations

and

reducing

corporate

expenses,

including

facilities’

footprint

•

Relocating corporate headquarters to Alpharetta, Georgia

•

Reduce corporate costs and reposition support closer to key revenue-producing locations

•

Executing

plan

to

reduce

annual

“run-rate”

SG&A

by

$14M

to

$16M,

expected

to

be

realized

beginning in FY13

•

Estimated

restructuring

costs

are

$14M

to

$16M

—

expect

to

be

primarily

recognized

in

FY12

•

Announced repurchase up to 1.6 million (approximately 7%) of outstanding shares

13

Focused Business Strategy

Business Emphasis

•

Serve large end markets that will benefit

from technology application

•

Maintain leadership in delivering best in

class products and services

•

Improve guest experience through agile

enterprise solutions

•

Market focused product development

Investor Returns

•

Market leading growth and ROIC

•

Peer leading performance metrics

•

Price leadership

•

Most efficient provider

•

Capital allocation

•

Apply capital to highest margin opportunities

•

R&D spend based on line of sight to return on

investment

•

Value creating M&A opportunities

14

14

Aligning business focus and investor returns

Deliver profitable growth, generating strong investment returns for shareholders

Market Opportunities

•

Large installed base with untapped capacity to

deliver multiple point solutions

•

Increase participation in new market segments

through focused investment

•

Deliver on market demand from their

investment in guest facing business systems

•

Enhanced guest experiences leading to

increased revenue opportunities

•

Intelligent reporting for improves decision making

•

Reduce operating expenses

•

Mobility-enabled solutions

•

No clear end-to-end hospitality solution

Key Initiatives

Strengthen best in class portfolio

Increase investment in mobility enabled

solutions

Enterprise solutions through integrated

software assets

Customer and market driven technology

delivery (Above/On Premise, SaaS, Mobility)

Guest centric business intelligence & reporting

15

Software

Services

Develop/acquire higher margin solution offerings

Extend mobility initiatives

Pursue higher margin service engagements

Expand specialty retail and franchise business

Pursue highest margin revenue opportunities in markets we service

Market Opportunities and Key Initiatives

•

Invest in existing products and new products to increase software sales

•

Continue product development refresh to latest technologies

•

Mobility enabled solutions

•

Enterprise solutions through integrated software assets

•

Customer and market driven technology deliver (SaaS, Mobility)

•

Pursue highest margin revenue opportunities in markets we service

•

Increase

penetration

of

new

market

opportunities

in

food

service

management,

cruise,

specialty retail, franchised retailers and chain hotels

•

Partner

for

international

expansion

—

currently

we

derive

less

than

10%

of

revenue

from international customers

•

Pursue M&A opportunities in pursuit of technology and markets

•

Align current and future R&D spend with line of sight return on investment

16

Earnings Growth Focus

17

Appendix

Appendix

18

Corporate/

Corporate/

(In thousands)

HSG

RSG

TSG

Other

Consolidated

HSG

RSG

TSG

Other

Consolidated

Total revenue

$24,814

$22,015

$ 97,145

$         -  

$   143,974

$92,839

$109,147

$474,052

$         -  

$   676,038

Elimination of intersegment revenue

        (26)

      (171)

           -  

           -  

           (197)

        (92)

        (476)

           -  

           -  

           (568)

Revenue from external customers

$24,788

$21,844

$ 97,145

$         -  

$   143,777

$92,747

$108,671

$474,052

$         -  

$   675,470

Gross margin

$15,821

$  3,958

$ 16,546

$         -  

$     36,325

$54,669

$  20,970

$  82,052

$         -  

$   157,691

Gross margin percentage

63.8%

18.1%

17.0%

25.3%

58.9%

19.3%

17.3%

23.3%

Operating income (loss)

$  1,622

$   (520)

$(41,288)

$  (6,763)

$    (46,949)

$  6,030

$    3,369

$(31,736)

$(32,099)

$    (54,436)

Other income, net

          -  

          -  

           -  

          (43)

             (43)

          -  

           -  

           -  

     (2,320)

        (2,320)

Interest expense, net

          -  

          -  

           -  

         352

            352

          -  

           -  

           -  

      1,171

          1,171

Income (loss) from continuing operations before income taxes

$  1,622

$   (520)

$(41,288)

$  (7,072)

$    (47,258)

$  6,030

$    3,369

$(31,736)

$(30,950)

$    (53,287)

Other information:

Capital expenditures

$  1,249

$        1

$        45

$        26

$       1,321

$  3,760

$      623

$      914

$    1,694

$       6,991

Other charges:

Depreciation and amortization - non-cash (1)

$  1,091

$     203

$      329

$    1,771

$       3,394

$  4,297

$      449

$    2,881

$    5,987

$     13,614

Asset impairment charges - non-cash

       900

          -  

    36,762

           -  

        37,662

       959

           -  

     36,762

           -  

        37,721

Restructuring charges

          -  

          -  

         790

           (1)

            789

          -  

           -  

         790

         405

          1,195

Total

$  1,991

$     203

$ 37,881

$    1,770

$     41,845

$  5,256

$      449

$  40,433

$    6,392

$     52,530

Corporate/

Corporate/

HSG

RSG

TSG

Other

Consolidated

HSG

RSG

TSG

Other

Consolidated

Total revenue

$21,313

$25,373

$ 89,295

$         -  

$   135,981

$83,361

$110,506

$440,887

$         -  

$   634,754

Elimination of intersegment revenue

        (33)

        (91)

           (9)

           -  

           (133)

      (206)

        (155)

          (73)

           -  

           (434)

Revenue from external customers

$21,280

$25,282

$ 89,286

$         -  

$   135,848

$83,155

$110,351

$440,814

$         -  

$   634,320

Gross margin

$13,374

$  5,840

$ 16,613

$         -  

$     35,827

$51,463

$  23,326

$  87,501

$     (763)

$   161,527

Gross margin percentage

62.8%

23.1%

18.6%

26.4%

61.9%

21.1%

19.8%

25.5%

Operating income (loss)

$  2,220

$     737

$  (1,531)

$  (7,639)

$     (6,213)

$  7,666

$    5,759

$    9,407

$(29,669)

$     (6,837)

Other income, net

          -  

          -  

           -  

        (213)

           (213)

          -  

           -  

           -  

     (6,176)

        (6,176)

Interest expense, net

          -  

          -  

           -  

         278

            278

          -  

           -  

           -  

         939

            939

Income (loss) from continuing operations before income taxes

$  2,220

$     737

$  (1,531)

$  (7,704)

$     (6,278)

$  7,666

$    5,759

$    9,407

$(24,432)

$     (1,600)

Other information:

Capital expenditures

$  1,041

$         -

$        41

$    2,552

$       3,634

$  4,694

$        31

$      103

$    8,478

$     13,306

Non-cash charges:

Depreciation and amortization (1)

$  1,029

$      55

$      839

$    1,266

$       3,189

$  4,337

$      198

$    6,418

$    4,876

$     15,829

Asset impairment charges

          -  

          -  

           55

           -  

              55

         90

           -  

           55

         148

            293

Restructuring charges

          -  

          -  

           -  

           78

              78

          -  

           -  

           -  

         823

            823

Total

$  1,029

$      55

$      894

$    1,344

$       3,322

$  4,427

$      198

$    6,473

$    5,847

$     16,945

(1) Does not include the amortization of deferred financing fees totaling $131 and $139 for the three months ended March 31, 2011 and 2010, respectively, and $524 and $485 for the year

      ended March 31, 2011 and 2010, respectively.

Year Ended March 31, 2011 (Unaudited)

Reportable Segments

Year Ended March 31, 2010

Reportable Segments

Reportable Segments

Reportable Segments

Three Months Ended March 31, 2011 (Unaudited)

Three Months Ended March 31, 2010 (Unaudited)

FY 2011 & 2010 Segment Financial Information

AGILYSYS, INC.

The Fourteenth Annual

Needham Growth Conference

January 10-12th, 2012, New York City

| Clean Technologies

|

Communications

| Consumer

| Enterprise Infrastructure

|

Healthcare

|

| Industrial & Diversified Growth

|

Semiconductors & Equipment

|

Software & Services

|

The Leading Growth Company Focused  Investment Bank for 27 Years