-----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, MM+vaVyxWcA8nLu71zqkqooR30XeMAShFVaZWQ2AAKeR2Ea3U8UMgOTMnN63WofC kzUnh0JXjk/UBrIIGY/eVQ== 0001209191-04-044532.txt : 20040915 0001209191-04-044532.hdr.sgml : 20040915 20040915150512 ACCESSION NUMBER: 0001209191-04-044532 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040913 FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAYMAN JAMES L CENTRAL INDEX KEY: 0001200165 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 041031506 BUSINESS ADDRESS: STREET 1: 6065 PARKLAND BLVD. CITY: CLEVELAND STATE: OH ZIP: 44124 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 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2004-09-13 0 0000078749 AGILYSYS INC AGYS 0001200165 BAYMAN JAMES L 1760 COUNTY LINE ROAD GATES MILLS OH 44040 1 0 0 0 Contract 2004-09-13 4 J 0 1 A Common shares 200000 1 D On September 13, 2004, the reporting person entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 200,000 Common Shares. Under the VPF Agreement, on September 13, 2004 (the "Trade Date"), the reporting person has agreed to sell the Common Shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on September 13, 2006 (the number of Common Shares with respect to which settlement relates being the "Base Amount"). The reporting person will receive a prepayment from the Buyer in the amount of $2,873,060.00 within 3 business days after the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes. On the settlement date, the reporting person, unless he has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of Common Shares equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in the amount equal to the value of any fractional Common Share not delivered as a result of such rounding. In lieu of delivering Common Shares, the reporting person may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 3 below. If the "Settlement Price" (a market-based price as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). This transaction has an Upside Limit of $19.6327 and a Hedged Value of $16.3606. /s/ Kathryn K. Vanderwist, by power of attorney for James Bayman 2004-09-15 -----END PRIVACY-ENHANCED MESSAGE-----