CUSIP NO.: 00847J105
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1.
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NAME
OF REPORTING PERSONS
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MAK
Capital One L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,952,064
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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3,952,064
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
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3,952,064
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
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15.6%*
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14.
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TYPE
OF REPORTING PERSON
OO
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* This
calculation is based upon 25,335,343 shares of the common stock, without par value of Agilysys (the “Shares”) as follows:
(i) 23,599,886 Shares outstanding as of May 8, 2020, as set forth in that certain Investment Agreement dated as of May 11,2020
(the “Investment Agreement”) between Agilysys, Inc., an Ohio corporation (the “Issuer”) and MAK Capital
One L.L.C. , a Delaware limited liability company (the “MAK Capital”) and (ii) 1,735,457 Shares into which the 1,735,457
shares of Series A Preferred Stock purchased by MAK Capital’s affiliates pursuant to the Investment Agreement is now convertible.
CUSIP NO.: 00847J105
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1.
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NAME
OF REPORTING PERSONS
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MAK
GP LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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181,927
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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181,927
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
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181,927
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
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0.7%†
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14.
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TYPE
OF REPORTING PERSON
OO
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†
This calculation is based upon 25,335,343 Shares as follows: (i) 23,599,886 Shares
outstanding as of May 8, 2020, as set forth in the Investment Agreement and (ii) 1,735,457 Shares into which the 1,735,457 shares
of Series A Preferred Stock purchased by MAK Capital’s affiliates pursuant to the Investment Agreement is now convertible.
CUSIP NO.: 00847J105
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1.
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NAME
OF REPORTING PERSONS
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Michael
A. Kaufman
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United
States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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4,133,991
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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4,133,991
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
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4,133,991
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
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16.3%‡
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14.
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TYPE
OF REPORTING PERSON
IN
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‡
This calculation is based upon 25,335,343 Shares as follows: (i) 23,599,886 Shares
outstanding as of May 8, 2020, as set forth in the Investment Agreement and (ii) 1,735,457 Shares into which the 1,735,457 shares
of Series A Preferred Stock purchased by MAK Capital’s affiliates pursuant to the Investment Agreement is now convertible.
CUSIP NO.: 00847J105
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1.
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NAME
OF REPORTING PERSONS
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MAK
Capital Fund LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,498,408
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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3,498,408
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
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3,498,408
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
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13.8%§
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14.
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TYPE
OF REPORTING PERSON
PN
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§
This calculation is based upon 25,335,343 Shares as follows: (i) 23,599,886 Shares
outstanding as of May 8, 2020, as set forth in the Investment Agreement and (ii) 1,735,457 Shares into which the 1,735,457 shares
of Series A Preferred Stock purchased by MAK Capital’s affiliates pursuant to the Investment Agreement is now convertible.
CUSIP NO.: 00847J105
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1.
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NAME
OF REPORTING PERSONS
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MAK
Capital Distressed Debt Fund I, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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297,507
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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297,507
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
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297,507
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
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1.2%**
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14.
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TYPE
OF REPORTING PERSON
PN
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**
This calculation is based upon 25,335,343 Shares as follows: (i) 23,599,886 Shares
outstanding as of May 8, 2020, as set forth in the Investment Agreement and (ii) 1,735,457 Shares into which the 1,735,457 shares
of Series A Preferred Stock purchased by MAK Capital’s affiliates pursuant to the Investment Agreement is now convertible.
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 May 22, 2020 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. 17 thereto filed on
February 14, 2019 (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 Capital Distressed Debt Fund I, LP, a Delaware limited partnership
(“MAK CDD Fund”) and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively
with MAK Capital, MAK GP, MAK Fund and MAK CDD Fund, the “Reporting Persons”).
ITEM
2.
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IDENTITY
AND BACKGROUND
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Item
2 is hereby supplemented to add MAK CDD Fund as a Reporting Person. MAK Capital Distressed Debt Fund I, LP, a Delaware limited
partnership, whose principal business office address is 590 Madison Avenue, Suite 2401, New York, NY 10022, is a private investment
fund. During the past five years, MAK CDD Fund has not been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM
3.
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Source
and amount of funds or other consideration
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On
May 22, 2020, MAK Fund and MAK CDD Fund purchased 1,437,950 and 297,507, respectively, of the Issuer’s Series A Serial Preferred
Shares, without par value (the “Convertible Preferred Stock”), for an aggregate purchase price of $35,000,003,
pursuant to that certain Investment Agreement dated as of May 11, 2020 (the “Investment Agreement”) between
the Issuer and MAK Capital. Each share of Convertible Preferred Stock is convertible into a share of Common Stock. The source
of funds for this purchase was the available working capital of MAK Fund and MAK CDD Fund, including capital contributions from
investors in MAK CDD Fund.
References
to and the description of the Investment Agreement set forth above in this Item 3 do not purport to be complete and are qualified
in their entirety by reference to the full text of the Investment Agreement, which is listed as Exhibit 2 to this Schedule 13D
and incorporated by reference herein.
ITEM
4.
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PURPOSE
OF TRANSACTION
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MAK
Capital, MAK Fund and Mr. Kaufman have been substantial stockholders of the Issuer since 2007 and Mr. Kaufman, currently the Issuer’s
Chairman of the Board, has served as a director of the Issuer since 2014.
Except as set
forth in Investment Agreement under the heading - Restriction on Transfer, Standstill and Voting Agreement in Item 6 hereto,
the Reporting Persons, subject to applicable law, reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time to
the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or
other factors.
ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER
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Item
5 (a) and (b) is amended as follows:
The ownership
percentages are calculated based on 25,335,343 shares of Common Stock, as follows: (i) 23,599,886 shares of Common Stock outstanding
as of May 8, 2020, as set forth in the Investment Agreement plus (ii) 1,735,457 shares of Common Stock into which the 1,735,457
shares of Convertible Preferred Stock purchased by MAK Fund and MAK CDD Fund pursuant to the Investment Agreement is now convertible.
(a) MAK Capital
holds 3,952,064 shares of Common Stock, representing 15.6% of the outstanding Shares. Mr. Kaufman holds 4,133,991 shares of Common
Stock, representing 16.3% of the outstanding Shares. MAK Fund holds 3,498,408 shares of Common Stock (“Shares”)
(representing 13.8% of the outstanding Shares). MAK CDD Fund holds 297,507 Shares (representing 1.2% of the outstanding Shares).
MAK GP LLC holds 181,927 shares of Common Stock, representing 0.7% of the outstanding Shares. Each of MAK Fund and MAK CDD Fund
shares voting power and investment power with MAK Capital and Mr. Kaufman. MAK GP shares voting power and investment power with
MAK Capital and Mr. Kaufman.
(b) On May
22, 2020, MAK Fund and MAK CDD Fund purchased 1,437,950 and 297,507, respectively, of the Convertible Preferred Stock, pursuant
to the Investment Agreement.
The information
contained in rows 8, 9, 10 and 11 on each of the cover pages is incorporated by reference in its entirety.
ITEM
6.
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Contracts,
Arrangements, Understandings or Relationships With respect to the Securities of the Issuer.
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Designation
of Preferred Stock
The
Certificate of Amendment to Amended Articles of Incorporation of the Issuer (the “Certificate of Amendment”)
provides that the Convertible Preferred Stock will rank senior to the Issuer’s Common Stock with respect to dividends and
distributions on liquidation, winding-up and dissolution. Upon a liquidation, dissolution or winding up of the Issuer, each share
of Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price
paid by the Reporting Persons, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii)
the amount that the holder of the Convertible Preferred Stock (“Holder”) would have been entitled to receive
at such time if the Convertible Preferred Stock were converted into Common Stock.
The
Holders will be entitled to dividends on the Liquidation Preference at the rate of 5.25% per annum, payable either (i) 50% in
cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Issuer.
The Holders are not entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis; however,
certain adjustments to the Convertible Preferred Stock may be made in the event of such dividends as described further below.
On
and after May 22, 2025, the fifth anniversary of the date the Convertible Preferred Stock is initially issued, the Issuer will
have the right, and the Holders will have the right to require the Issuer, in each case, at the initiating party’s election, to
redeem all of the then-outstanding Convertible Preferred Stock for an amount equal to the Liquidation Preference.
Each
Holder will have the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and
non-assessable shares of Common Stock at a conversion price equal to $20.1676 per share (as may be adjusted from time to time,
as described further below).
The
Certificate of Amendment provides for customary anti-dilution adjustments to the conversion price, the Liquidation Preference
and/or the number of outstanding shares of Convertible Preferred Stock for (i) any stock split, stock dividend or similar events,
(ii) dividends or distributions made to equity holders of the Issuer to the extent such dividends or distributions are not made
to the Holders, including any dividends on Common Stock, (iii) in respect of certain dilutive offerings of Common Stock or equity-linked
securities occurring during the first eighteen months following the date the Convertible Preferred Stock is initially issued and
(iv) repurchases or redemptions of Common Stock at a price greater than fair market value. Certain of the anti-dilution adjustments
are limited by a minimum price floor of $18.09 based on the average closing price for the Common Stock for the five trading days
immediately preceding the date of the Investment Agreement as detailed in the Certificate of Amendment.
Pursuant
to the terms of the Certificate of Amendment, unless and until approval of the Issuer’s stockholders is obtained as contemplated
by Nasdaq listing rules (the “Stockholder Approval”), no Holder may convert shares of Convertible Preferred Stock
through either an optional or a mandatory conversion into shares of Common Stock if and solely to the extent that such conversion
would result in the Holder beneficially owning in excess of 19.9% of then-outstanding Common Stock or aggregate voting power of
the Issuer (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain
outstanding as Convertible Preferred Stock. Under certain circumstances, the anti-dilution adjustment may result in the issuance
of additional shares of Convertible Common Stock, but such issuance will not be made if and solely to the extent such issuance
would result in the Holder beneficially owning in excess of 19.9% of the aggregate voting power of the Issuer. The Issuer will
have the right to settle, in whole or in part, any conversion at the request of a Holder in cash.
Subject
to certain conditions, the Issuer may, at its option, require conversion of all of the outstanding shares of Convertible Preferred
Stock to Common Stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date the
Issuer notifies the Holders of the election to convert, the daily volume-weighted average price of the Common Stock is at least
150% of the conversion price.
The
Holders will be entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the stockholders
of the Issuer, and except as otherwise provided by the Amended Articles of Incorporation of the Issuer (the “Articles
of Incorporation”) or required by law, the Holders and holders of Common Stock will vote together as one class on all
matters. Additionally, certain matters will require the approval of two-thirds of the outstanding Convertible Preferred Stock,
voting as a separate class, including (i) amendments, alterations, repeal or changes to the rights, preferences or privileges
of the Convertible Preferred Stock, (ii) the authorization, creation, increase in the authorized amount of, or issuance of any
class or series of senior or parity equity securities or any security convertible into shares of senior or parity equity securities,
(iii) amendments, modifications or repeal of any provision of the Articles of Incorporation or the Amended Code of Regulations
of the Issuer that would adversely affect the rights, preferences or voting powers of the Convertible Preferred Stock and (iv)
certain business combinations and binding or statutory share exchanges or reclassification involving the Convertible Preferred
Stock unless such events do not adversely affect the rights, preferences or voting powers of the Convertible Preferred Stock.
If
the Issuer undergoes a Change of Control (as defined in the Certificate of Amendment), the Issuer has the right, and each Holder
has the right, in each case, at the initiating party’s election, to require the Issuer to repurchase all or a portion of its then-outstanding
shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for
a Change of Control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued,
(ii) 125% of the then-current Liquidation Preference for a Change of Control occurring on or following the third anniversary and
prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current
Liquidation Preference for a Change of Control occurring on or following the fifth anniversary of the date the Convertible Preferred
Stock is initially issued.
References
to and the description of the Certificate of Amendment set forth in this Item 6 do not purport to be complete and are qualified
in their entirety by reference to the full text of the Certificate of Amendment, which is Exhibit 3 hereto and incorporated by
reference herein.
Investment
Agreement
Restrictions
on Transfer
Until
May 22, 2021, the first anniversary of the date the Convertible Preferred Stock is initially issued, the Reporting Persons may
not transfer any of the 1,735,457 shares of Convertible Preferred Stock (the “Purchased Convertible Preferred Shares”)
to any person without the prior written consent of the Issuer, except the Reporting Persons may transfer Purchased Convertible
Preferred Shares (i) to its controlled affiliates, (ii) pursuant to a tender or exchange offer, merger, consolidation or recapitalization
involving the Issuer, and (iii) following commencement by the Issuer of a voluntary case under Title 11 of the United States Bankruptcy
Code.
Standstill
The
Reporting Persons and its affiliates will be subject to certain customary standstill provisions that will restrict them from,
among other actions, acquiring additional securities of the Issuer if such acquisition would result in the Reporting Persons beneficially
owning in excess of 25% of the outstanding shares of Common Stock (including all shares of Common Stock issuable upon conversion
of the Convertible Preferred Stock without regard to the Ownership Limitation), until the later of May 22, 2023, the third anniversary
of the date the Convertible Preferred Stock is initially issued, and such time as the Reporting Persons hold of record and beneficially
owns Common Stock and Convertible Preferred Stock (including all shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock without regard to the Ownership Limitation) that constitute less than 10% of the outstanding Common Stock.
Voting
Agreement
Under
the Investment Agreement, until May 22, 2023, the third anniversary of the date the Convertible Preferred Stock is initially issued,
the Reporting Persons have agreed to take such action as may be required so that all of the Purchased Convertible Preferred Shares
and the shares of Common Stock owned by the Reporting Persons (including the shares of Common Stock issued upon conversion of
the Purchased Convertible Preferred Shares) are: (i) voted at any stockholder meeting (a) in favor of each director nominated
or recommended by the Board of Directors for election at any such meeting, and against the removal of any director who has been
elected following nomination or recommendation by the Board of Directors, (b) against any stockholder nomination for a director
that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Issuer’s
“say-on-pay” proposal and any proposal by the Issuer relating to equity compensation that has been approved by the Board
of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), (d) in
favor of the Issuer’s proposal for ratification of the appointment of the Issuer’s independent registered public accounting
firm and (e) in favor of any merger, consolidation, sale or disposition of substantially all of the assets of the Issuer or other
business combination transaction involving the Issuer that (1) is approved and recommended by the Board of Directors, (2) provides
for consideration in respect of the Convertible Preferred Stock in the form of cash or equity securities freely tradeable by a
non-affiliate of the Issuer and registered and listed for trading on a national securities exchange or quoted on an established
automated over-the-counter trading market in the United States, (3) would not expressly require the approval of the Holders under
the Certificate of Amendment, and (4) would not cause the Holders to be unable to exercise their rights, preferences or voting
powers as set forth in the Certificate of Amendment; and (ii) tendered pursuant to any tender offer that (a) is approved and recommended
by the Board of Directors, (b) provides for consideration in respect of the Convertible Preferred Stock in the form of cash or
equity securities freely tradeable by a non-affiliate of the Issuer and registered and listed for trading on a national securities
exchange or quoted on an established automated over-the-counter trading market in the United States, and (c) would not cause the
Holders to be unable to exercise their rights, preferences or voting powers as set forth in the Certificate of Amendment.
References
to and the description of the Investment Agreement set forth in this Item 6 do not purport to be complete and are qualified in
their entirety by reference to the full text of the Investment Agreement, which is Exhibit 2 hereto and incorporated by reference
herein.
Registration
Rights Agreement
As part of the
transactions contemplated by the Investment Agreement, the Issuer and MAK Fund and MAK CDD Fund also entered into a Registration
Rights Agreement dated as of May 22, 2020 (the "Registration Rights Agreement"), pursuant to which, among other things, the Issuer
has granted the Holders certain registration rights. Under the Registration Rights Agreement, the Issuer is required to use its
reasonable best efforts to cause the registration of the Common Stock issued upon conversion of the Purchased Convertible Preferred
Shares. In particular, the Issuer is required to use its reasonable best efforts to file with the SEC within three months
of the date of the Registration Rights Agreement to file with the SEC a registration statement on Form S-3 covering the sale or
distribution from time to time by the Holders, on a delayed or continuous basis ("Resale Shelf Registration Statement") of all
of the shares of Common Stock actually issued upon the conversion of the Purchase Convertible Preferred Shares ("Registrable
Securities"). The Issuer is required to use its reasonable best efforts to cause the Resale Shelf Registration Statement to
be declared effective by the SEC as promptly as possible but in no event later than November 22, 2020, the sixth month
anniversary of the date of the Registration Rights Agreement. The Issuer is required to use its reasonable best efforts to cause
the Resale Shelf Registration Statement to be continuously effective until the Registrable Securities have been disposed
of or as otherwise provided in the Registration Rights Agreement. The Holders of a majority of the Registrable Securities
may request on up to two occasions after the Resale Shelf Registration Statement is effective the sale of
a portion of the Registrable Securities reasonably expected to be not less than $15,000,000 through an underwritten offering.
References to and the description of the Registration Rights Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement, which is Exhibit 4 hereto and incorporated by reference herein.
References
to and the description of the Registration Rights Agreement set forth above in this Item 6 do not purport to be complete and are
qualified in their entirety by reference to the full text of the Registration Rights Agreement, which is Exhibit 4 hereto and
incorporated by reference herein.
ITEM
7.
|
MATERIALS
TO BE FILED AS EXHIBITS.
|
Exhibit
1 – Joint Filing Agreement dated as of May 26, 2020
Exhibit 2 – Investment Agreement
dated as of May 11, 2020 between Agilysys, Inc. and MAK Capital One L.L.C. (Incorporated by reference to the Issuer’s Form 8-K filed with the SEC on May 13, 2020)
Exhibit 3 – Certificate of Amendment to
Amended Articles of Incorporation of Agilysys, Inc. (Incorporated by reference to the Issuer’s Form 8-K filed with the
SEC on May 26, 2020)
Exhibit 4 – Registration Rights Agreement dated as of May 22, 2020 between Agilysys, Inc. and MAK Capital Fund LP and
MAK Capital Distressed Debt Fund I, LP (Incorporated by reference to the Issuer’s Form 8-K filed with the SEC on
May 26, 2020)
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: May 26, 2020
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MAK CAPITAL ONE L.L.C.
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By:
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/s/ Michael A. Kaufman
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Michael A. Kaufman,
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Managing Member
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MAK CAPITAL FUND LP
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By: MAK GP LLC, general partner
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By:
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/s/ Michael A. Kaufman
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Michael A. Kaufman,
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Managing Member
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MAK CAPITAL DISTRESSED DEBT
FUND I, LP
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By: MAK
DDF-1 GP, LLC, general partner
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By:
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/s/ Michael A. Kaufman
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Michael A. Kaufman,
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Managing Member
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MAK GP LLC
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By:
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/s/ Michael A. Kaufman
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Michael A. Kaufman,
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Managing Member
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By:
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/s/ Michael A. Kaufman
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MICHAEL A. KAUFMAN
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