Item 1.01. Entry into a Material Definitive
Agreement.
On May 22, 2020, Agilysys, Inc. (the “Company”) completed the previously announced issuance and sale of 1,735,457 shares of its
preferred stock, without par value, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”) to MAK Capital Fund L.P., a Bermuda Islands limited partnership and MAK Capital Distressed Debt Fund I, LP, a Delaware
limited partnership (each, in its capacity as a designee of MAK Capital One L.L.C., a Delaware limited liability company (the “Purchaser”), the “Related Purchaser”) pursuant to the terms of the Investment Agreement (the “Investment Agreement”), dated
as of May 11, 2020, between the Company and the Purchaser.
The terms of the Convertible Preferred Stock are set forth in the Certificate of Amendment to the Amended Articles of Incorporation
of the Company (the “Certificate of Amendment”), which was filed with the Secretary of State of the State of Ohio on May 22, 2020. A summary of the material terms of the Convertible Preferred Stock was previously disclosed in Item 1.01 to the
Company’s Current Report on Form 8-K filed on May 13, 2020. A copy of the Certificate of Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Registration Rights Agreement
On May 22, 2020, the Company and the Related Purchasers also entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which, among other things, the Company granted the Related Purchasers certain customary demand, shelf and piggyback registration rights. Under the Registration Rights Agreement, the Company is required to use its reasonable
best efforts to file within three months of the closing of the transactions contemplated by the Investment Agreement (the “Closing”), and cause to be declared effective as promptly as practicable after the filing thereof and no later than six months
of the date of the Closing, a shelf registration statement registering the public resale of the shares of common stock of the Company, without par value (the “Common Stock”), issued upon conversion of the Convertible Preferred Stock.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
Item 3.02. Unregistered
Sales of Equity Securities.
The offer and sale of the shares of Convertible Preferred Stock pursuant to the Investment Agreement described above was made in
reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. The shares of Common Stock issuable upon conversion of shares of the Convertible Preferred Stock will
be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act. The information in Item 1.01 above relating to the issuance and sale of the Convertible Preferred Stock is incorporated into this Item 3.02 by
reference.
Item 3.03. Material
Modification to Rights of Security Holders.
Pursuant to the Investment Agreement, the Company issued 1,735,457 shares of Convertible Preferred Stock to the Related Purchasers.
A summary of the rights, preferences and privileges of the Convertible Preferred Stock is set forth in Item 1.01 of the Current Report on Form 8-K filed by the Company on May 13, 2020, which is incorporated herein by reference. Each share of
Convertible Preferred Stock issued to the Related Purchasers pursuant to the Investment Agreement has the powers, designations, preferences, and other rights of the Convertible Preferred Stock as are set forth in the Certificate of Amendment filed by
the Company with the Ohio Secretary of State on May 22, 2020, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 and Item 3.03 above relating to the issuance and sale of the Convertible
Preferred Stock and the Certificate of Amendment is incorporated herein by reference. The Certificate of Amendment establishes the powers, designations, preferences, and other rights of the Convertible Preferred Stock and became effective upon filing
with the Secretary of State of the State of Ohio on May 22, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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3.1
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10.1
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Forward-Looking Language
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and
similar references to future periods. Examples of forward-looking statements include, among others, statements the Company makes regarding the effect of the investment on its business and financial position and its ability to increase its competitive
advantage and to carry forward its innovation and other growth initiatives.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the
risk that the consummation of the Transactions may be delayed or may not occur due to the failure to satisfy customary closing conditions related to the Transactions; the effect of the COVID-19 pandemic on its business and the success of any measures
the Company has taken or may take in the future in response thereto; and the risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K and Form 10-Q.
Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available to the Company and speaks only as of the
date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement that may be made from time to time, whether written or oral, whether as a result of new information, future developments or otherwise.