SEC Form SC 13D/A filed by Agilysys Inc. (Amendment)

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. 23)

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).

^a This calculation is based upon 27,363,750 shares of the common stock, without par value, of Agilysys, Inc., a Delaware corporation (the “Issuer”), outstanding as of February 1, 2024, as set forth in a prospectus supplement dated February 14, 2024 to the Issuer’s shelf registration statement on Form S-3ASR which became effective upon filing with the Securities and Exchange Commission on September 15, 2023.

^a This calculation is based upon 27,363,750 shares of the common stock, without par value, of Agilysys, Inc., a Delaware corporation (the “Issuer”), outstanding as of February 1, 2024, as set forth in a prospectus supplement dated February 14, 2024 to the Issuer’s shelf registration statement on Form S-3ASR which became effective upon filing with the Securities and Exchange Commission on September 15, 2023.

^a This calculation is based upon 27,363,750 shares of the common stock, without par value, of Agilysys, Inc., a Delaware corporation (the “Issuer”), outstanding as of February 1, 2024, as set forth in a prospectus supplement dated February 14, 2024 to the Issuer’s shelf registration statement on Form S-3ASR which became effective upon filing with the Securities and Exchange Commission on September 15, 2023.

^a This calculation is based upon 27,363,750 shares of the common stock, without par value, of Agilysys, Inc., a Delaware corporation (the “Issuer”), outstanding as of February 1, 2024, as set forth in a prospectus supplement dated February 14, 2024 to the Issuer’s shelf registration statement on Form S-3ASR which became effective upon filing with the Securities and Exchange Commission on September 15, 2023.

This statement is filed with respect to the shares of the common stock, without par value (the “Common Stock”), 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. 22 thereto filed with the SEC on January 16, 2024 (“Amendment 22,” and collectively as so amended through Amendment 22, 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 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 together with MAK Fund, the “Selling Stockholders”) and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively with MAK Capital, MAK Fund and MAK CDD Fund, the “Reporting Persons”).

On February 14, 2024, MAK Capital, the Selling Stockholders, the Issuer and BTIG, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell 867,729 shares of Common Stock to the Underwriter at a price of $82.59 per share. The shares of Common Stock were sold for the Selling Stockholders for portfolio management purposes.

Item 5 (a) is amended as follows:

The ownership percentages are calculated based on 27,363,750 shares of Common Stock outstanding as of February 1, 2024, as set forth in a prospectus supplement dated February 14, 2024 to the Issuer’s shelf registration statement on Form S-3ASR which became effective upon filing with the Securities and Exchange Commission on September 15, 2023.

Each of MAK Fund and MAK CDD Fund shares voting power and investment power with MAK Capital and Mr. Kaufman.

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 are set forth on Schedule A hereto which is incorporated herein by reference in its entirety.

On November 3, 2023, the Issuer, acting through its board of directors, in accordance with Section 10(c) of its Certificate of Designation of 5.25% Series A Convertible Preferred Stock (“Convertible Preferred Shares”) of which 1,735,457 shares were then outstanding and all of which were held by the MAK Fund and MAK CDD, delivered a notice of mandatory conversion irrevocably exercising its right to cause the mandatory conversion of the Convertible Preferred Shares (“Mandatory Conversion”) into an equal number of shares of Common Stock (such shares, the “Conversion Shares”). Mr. Kaufman did not vote on or participate in the deliberations of the Issuer’s board of directors with respect to whether to exercise the Issuer’s right to exercise the mandatory conversion. The conversion was effective November 24, 2023 and the scheduled settlement was November 28, 2023.

On August 1, 2023, MAK Capital adopted a trading plan (the “2023 Trading Plan”) with BTIG, LLC intended to satisfy the affirmative defense set forth in Rule 10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, to sell up to 867,728 shares of Common Stock in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended; provided that no sales of shares of Common Stock under the plan could commence until the Issuer irrevocably exercised the Mandatory Conversion. The 2023 Trading Plan was terminated on January 19, 2024, after 867,728 Conversion Shares were sold thereunder.

On January 25, 2024, MAK Capital adopted another trading plan with BTIG, LLC (the “2024 Trading Plan”) also intended to satisfy the affirmative defense set forth in Rule 10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, to sell up to 867,728 shares of Common Stock, whether Conversion Shares or other shares of Common Stock owned by the Selling Stockholders, in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended. No trading is permitted to occur under the 2024 Trading Plan until April 25, 2024 and the 2024 Trading Plan will terminate on November 1, 2024. A form of the trading 2024 Trading Plan is Exhibit 1 hereto and is incorporated herein by reference.

On February 14, 2024, MAK Capital, the Selling Stockholders, the Issuer and the Underwriter entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell 867,729 shares of Common Stock to the Underwriter at a price of $82.59 per share. The shares of Common Stock sold pursuant to the Underwriting Agreement are Conversion Shares and were sold by the Selling Stockholders for portfolio management purposes. The closing date of the transactions contemplated by the Underwriting is February 20, 2024. The Underwriting Agreement is Exhibit 2 hereto and is incorporated herein by reference.

Exhibit 1 – Form of Rule 10b5-1 Transaction Plan dated January 25, 2024 between MAK Capital One L.L.C. and BTIG, LLC.

Exhibit 2 – Underwriting Agreement, dated February 14, 2024, among BTIG, LLC, Agilysys, Inc., MAK Capital Fund LP, MAK Capital Distressed Debt Fund I, LP and MAK Capital One L.L.C., which is incorporated by reference to Exhibit 1.1 to Agilysys, Inc.’s Current Report on Form 8-K filed on February 15, 2024.

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 16, 2024

SCHEDULE A

RECENT TRANSACTIONS

The following transactions on the open market in the shares of Common Stock were effected by the Reporting Persons since January 15, 2024, the date immediately prior to the date of the Reporting Persons’ last amendment of this Schedule 13D (with the reported price per share being a weighted average):

The following transaction pursuant to the Underwriting Agreement in the shares of Common Stock were effected by the Reporting Persons since January 15, 2024, the date immediately prior to the date of the Reporting Persons’ last amendment of this Schedule 13D (with the reported price per share being pursuant to the Underwriting Agreement):