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Filing Details

Accession Number:
0001019056-19-000153
Form Type:
13D Filing
Publication Date:
2019-02-15 16:45:44
Filed By:
MAK Capital One
Company:
Agilysys Inc (NASDAQ:AGYS)
Filing Date:
2019-02-15
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MAK Capital One 0 2,237,728 0 2,237,728 2,237,728 9.5%
MAK GP 0 171,029 0 171,029 171,029 0.7%
Michael A. Kaufman 0 2,408,757 0 2,408,757 2,408,757 10.2%
MAK Capital Fund 0 1,605,365 0 1,605,365 1,605,365 6.8%
MAK-ro Capital Master Fund 0 513,840 0 513,840 513,840 2.2%
Filing
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

     

 

SCHEDULE 13D

Rule 13d-101

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 17)*

 

Agilysys, Inc.

(Name of Issuer)

 

Common Stock, without par value
(Title of Class of Securities)

 

00847J105

(CUSIP Number)

 

Howard M. Berkower, Esq.

McCarter & English, LLP

245 Park Avenue

New York, New York 10167

(212) 609-6800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 14, 2019
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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 (the “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.

NAME OF REPORTING PERSONS

 

 

MAK Capital One L.L.C. 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    x    (b)    o

   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   
7. SOLE VOTING POWER
  0
 

 

8. SHARED VOTING POWER
 

2,237,728

 

9. SOLE DISPOSITIVE POWER
  0
 

 

10. SHARED DISPOSITIVE POWER
 

2,237,728

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

2,237,728

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

9.5%*

 

14.

TYPE OF REPORTING PERSON

OO

 

 

* This calculation is based upon 23,535,117 Shares outstanding as of January 25, 2019, as reported on Agilysys, Inc. Form 10-Q for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on January 30, 2019.

2
CUSIP NO.: 00847J105
   
1.

NAME OF REPORTING PERSONS

 

 

MAK GP LLC 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    x    (b)    o

   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

   
7. SOLE VOTING POWER
  0
 

 

8. SHARED VOTING POWER
 

171,029

 

9. SOLE DISPOSITIVE POWER
  0
 

 

10. SHARED DISPOSITIVE POWER
 

171,029

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

171,029

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

0.7%*

 

14.

TYPE OF REPORTING PERSON

OO

 

 

* This calculation is based upon 23,535,117 Shares outstanding as of January 25, 2019, as reported on Agilysys, Inc. Form 10-Q for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on January 30, 2019.

3
CUSIP NO.: 00847J105
   
1.

NAME OF REPORTING PERSONS

 

 

Michael A. Kaufman

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    x    (b)    o

   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   
7. SOLE VOTING POWER
  0
 

 

8. SHARED VOTING POWER
 

2,408,757

 

9. SOLE DISPOSITIVE POWER
  0
 

 

10. SHARED DISPOSITIVE POWER
 

2,408,757

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

2,408,757

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

10.2%*

 

14.

TYPE OF REPORTING PERSON

IN

 

 

* This calculation is based upon 23,535,117 Shares outstanding as of January 25, 2019, as reported on Agilysys, Inc. Form 10-Q for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on January 30, 2019.

4
CUSIP NO.: 00847J105
   
1.

NAME OF REPORTING PERSONS

 

 

MAK Capital Fund LP

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    x    (b)    o

   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 

Bermuda

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

   
7. SOLE VOTING POWER
  0
 

 

8. SHARED VOTING POWER
 

1,605,365

 

9. SOLE DISPOSITIVE POWER
  0
 

 

10. SHARED DISPOSITIVE POWER
 

1,605,365

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

1,605,365

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

6.8%*

 

14.

TYPE OF REPORTING PERSON

PN

 

 

* This calculation is based upon 23,535,117 Shares outstanding as of January 25, 2019, as reported on Agilysys, Inc. Form 10-Q for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on January 30, 2019.

5
CUSIP NO.: 00847J105
   
1.

NAME OF REPORTING PERSONS

 

 

MAK-ro Capital Master Fund LP

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    x    (b)    o

   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 

Cayman Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

   
7. SOLE VOTING POWER
  0
 

 

8. SHARED VOTING POWER
 

513,840

 

9. SOLE DISPOSITIVE POWER
  0
 

 

10. SHARED DISPOSITIVE POWER
 

513,840

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

513,840

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

2.2%*

 

14.

TYPE OF REPORTING PERSON

PN

 

 

* This calculation is based upon 23,535,117 Shares outstanding as of January 25, 2019, as reported on Agilysys, Inc. Form 10-Q for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on January 30, 2019.

6

This statement is filed with respect to the shares of the common stock, without par value (the “Common Stock”), of Agilysys, Inc., an Ohio corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined below) as of February 14, 2019 and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2017, as previously amended (collectively, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.

The names of the persons filing this statement on Schedule 13D are: MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”), MAK GP, LLC, a Delaware limited liability company (“MAK GP”), MAK Capital Fund LP, a Bermuda Islands limited partnership (“MAK Fund”), MAK-ro Capital Master Fund LP, a Cayman Islands limited partnership (“MAK-ro Fund”) and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively with MAK Capital, MAK GP, MAK Fund and MAK-ro Fund, the “Reporting Persons”).

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER

 

The information set forth in Item 5(b) and Item 6 is incorporated by reference herein into this Item 4.

ITEM 5. PURPOSE OF TRANSACTION.

 

Item 5 (a) and (b) is amended as follows:

 

(a)           The Reporting Persons collectively beneficially own2,408,757 shares of Common Stock, representing 10.2% of the outstanding shares of Common Stock. The ownership calculation has been based on 23,535,117 shares of Common Stock outstanding as of January 25, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q, which was filed by the Issuer with the Securities and Exchange Commission on January 30, 2019.

 

MAK Fund, MAK-ro Fund, MAK Capital and MAK GP holds 1,605,365 shares of Common Stock (the “Shares”) (representing 6.8% of the outstanding Shares), 513,840 Shares (representing 2.2% of the outstanding Shares), 118,523 Shares (representing 0.5% of the outstanding Shares) and 171,029 Shares (representing 0.7% of the outstanding Shares), respectively. Each of MAK Fund and MAK-ro Fund shares voting power and investment power with MAK Capital, MAK GP and Mr. Kaufman. Each of MAK Capital and MAK GP shares voting power and investment power with Mr. Kaufman.

 

The information contained in rows 8,9,10, 11 and 13 on each of the cover pages is incorporated by reference in its entirety.

 

(b)           MAK Fund and MAK-ro Fund transferred (the “Transfer”) 1,659,763 Shares and 1,216,128 Shares, respectively, to Bermuda One Fund LLC, a Bermuda limited liability company (“Bermuda Fund”). The Shares Transferred represent the pro rata portion of Shares of certain redeemed and partially redeemed investors of MAK Fund and MAK-ro Fund. The Bermuda Fund was formed to engage in an orderly liquidation of these Shares. Mr. Scott D. Vogel controls the Bermuda Fund through VP Bermuda LLC, a Delaware limited liability company (“VP Bermuda”), the sole managing member of Bermuda Fund. Mr. Vogel, VP Bermuda and Bermuda One share power to vote or to direct the vote and power to dispose or to direct the disposition of the 2,875,891 Shares Transferred. In connection with the Transfer, MAK Capital and MAK GP received 118,523 Shares and 171,029 Shares, respectively, representing the investment fees earned on the Shares held by MAK Fund and MAK-ro Fund (inclusive of the Shares Transferred) through January 31, 2019. Except as set forth in the prior sentence, no Reporting Person received any payment or remuneration in respect of the Transfer. The Transfer, priced at $17.70 per share, the closing sales price on January 31, 2019, was completed on February 14, 2019. 

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With respect to the Securities of the Issuer.

 

As a result of the Transfer, the Shares beneficially owned by the Reporting Persons are no longer subject to that certain Amended and Restated Voting Trust Agreement dated as of May 31, 2011 (incorporated by reference to Exhibit C to the Reporting Persons’ Schedule 13D filed on May 28, 2011). 

 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

 

Exhibit A – Joint Filing Agreement. 

7

SIGNATURES

 

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

 

Date: February 14, 2019

     
MAK CAPITAL ONE L.L.C.
   
By:  /s/ Michael A. Kaufman  
  Michael A. Kaufman,
  Managing Member
   
MAK CAPITAL FUND LP
 
By: MAK GP LLC, general partner
   
By: /s/ Michael A. Kaufman  
  Michael A. Kaufman,
  Managing Member
   
MAK-RO CAPITAL MASTER FUND LP
 
By: MAK GP LLC, general partner
   
By: /s/ Michael A. Kaufman  
  Michael A. Kaufman,
  Managing Member
   
MAK GP LLC
   
By: /s/ Michael A. Kaufman  
  Michael A. Kaufman,
  Managing Member
   
By: /s/ Michael A. Kaufman  
  MICHAEL A. KAUFMAN
8