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. 24)
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
825 Eighth Avenue, 31st Floor
New York,
New York 10019
(212)
609-6800 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
May 31, 2024 |
(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 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 |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
7. |
SOLE VOTING POWER |
|
0 |
|
|
8. |
SHARED VOTING POWER |
|
1,705,999
|
9. |
SOLE DISPOSITIVE POWER |
|
0 |
|
|
10. |
SHARED DISPOSITIVE POWER |
|
1,705,999
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
|
1,705,999
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) |
|
6.2%*
|
14. |
TYPE
OF REPORTING PERSON
PN |
*
This calculation is based upon 27,454,213 shares of the common stock, without par value
(the “Shares”) of Agilysys, Inc. a Delaware corporation (the “Issuer”) outstanding as of May 17, 2024, as set forth
in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission
on May 22, 2024.
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
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
7. |
SOLE VOTING POWER |
|
0 |
|
|
8. |
SHARED VOTING POWER |
|
1,705,999
|
9. |
SOLE DISPOSITIVE POWER |
|
0 |
|
|
10. |
SHARED DISPOSITIVE POWER |
|
1,705,999
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
|
1,705,999
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) |
|
6.2%a
|
14. |
TYPE
OF REPORTING PERSON
OO |
a
This calculation is based upon 27,454,213 shares of the common stock, without par value
(the “Shares”) of Agilysys, Inc. a Delaware corporation (the “Issuer”) outstanding as of May 17, 2024, as set forth
in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission
on May 22, 2024.
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
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
United States |
|
|
7. |
SOLE VOTING POWER |
|
10,548 |
|
|
8. |
SHARED VOTING POWER |
|
2,044,075
|
9. |
SOLE DISPOSITIVE POWER |
|
10,548 |
|
|
10. |
SHARED DISPOSITIVE POWER |
|
2,044,075
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON |
|
2,054,623
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) |
|
7.5%a
|
14. |
TYPE
OF REPORTING PERSON
IN |
a
This calculation is based upon 27,454,213 shares of the common stock, without par value
(the “Shares”) of Agilysys, Inc., a Delaware corporation (the “Issuer”) as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the
Securities and Exchange Commission on May 22, 2024.
This
statement is filed with respect to the shares of the common stock, without par value (the “Shares”), of Agilysys,
Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined below)
and amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”)
on July 1, 2008, as amended, including most recently amended by Amendment No. 23 thereto filed with the SEC on February 16, 2024
(“Amendment 23,” and collectively as so amended through Amendment 23, 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 Fund LP, a Bermuda Islands limited partnership (“MAK
Fund”), MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”) and Michael
A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively with MAK Fund and MAK Capital, the “Reporting
Persons”).
ITEM
4. |
PURPOSE
OF TRANSACTION |
The
sale of Shares reported herein were pursuant to the January 25, 2024 Rule 10b5-1 trading plan between MAK Capital and BTIG, LLC
Trading Plan disclosed in Amendment 23 (the “2024 10b5-1 Trading Plan”), the form of which was filed as Exhibit
1 to Amendment 23. The Shares were sold for MAK Fund for portfolio management purposes.
ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
Item
5 (a) is amended as follows:
The ownership
percentages are calculated based on 27,454,213 Shares outstanding as of May 17, 2024, as set forth in the Issuer’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 22, 2024.
| (i) | MAK
Fund beneficially owns 1,705,999 Shares, representing 6.2% of the outstanding Shares;
|
| (ii) | MAK
Capital beneficially owns 1,705,999 Shares, representing 6.2% of the outstanding Shares; and |
| (iii) | Mr.
Kaufman beneficially owns 2,054,623, representing 7.5% of the outstanding Shares. |
Item 5 (b) is amended as
follows:
Each of
the MAK Fund, MAK Capital and Mr. Kaufman share voting power and investment power with respect to the 1,705,999 Shares held by the MAK
Fund. The information contained in rows 7 to 11 on each of the cover pages is incorporated by reference in its entirety.
Item
5(c) is amended as follows:
The transactions
effected by the Reporting Persons during the last 60 days are set for the on Schedule A hereto which is incorporated herein by
reference in its entirety.
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: June 4, 2024
|
|
|
MAK CAPITAL FUND LP |
|
|
By: |
MAK GP LLC, general partner |
|
|
By: |
/s/ Michael A. Kaufman |
|
|
Michael A. Kaufman, |
|
Managing Member |
|
|
MAK CAPITAL ONE L.L.C. |
|
|
By: |
/s/ Michael A. Kaufman |
|
|
Michael A. Kaufman, |
|
Managing Member |
|
|
By: |
/s/ Michael A. Kaufman |
|
|
MICHAEL A. KAUFMAN |
SCHEDULE
A
RECENT
TRANSACTIONS
The
following transactions in the Shares of Common Stock were effected by the Reporting Persons during the last 60 days. In connection
with Mr. Kaufman’s service as a director of the Issuer, on May 21, 2024 the Issuer awarded him 968 restricted Shares under
the Issuer’s 2020 Equity Inventive Plan, a shareholder approved Section 16b-3 plan. The restricted Shares vest on March
31, 2025. In addition to the restricted Share award to Mr. Kaufman, pursuant to the 2024 10b5-1 Trading Plan, the following sales
were effected by MAK Capital for the MAK Fund (with the reported price per share being a weighted average):
Date
Sold |
Shares
Sold |
Price
per Share |
5-24-2024 |
39,955 |
$103.3398 |
5-28-2024 |
116,653 |
$100.1243 |
5-29-2024 |
54,124 |
$
96.8043 |
5-30-2024 |
27,796 |
$
94.5888 |
5-31-2024 |
39,428 |
$
94.4083 |
6-3-2024 |
47,562 |
$
93.5949 |
6-4-2024 |
28,941 |
$
92.7580 |
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