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”) 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.

On May 22, 2020, the Company and the Related Purchasers also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) 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 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”), 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.

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 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.

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.

(d) Exhibits.

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.

AGILYSYS INC Exhibit
EX-3.1 2 eh2000777_ex0301.htm EXHIBIT 3.1 EXHIBIT 3.1 ATTACHMENT TO CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF AGILYSYS,…
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About AGILYSYS, INC. (NASDAQ:AGYS)

Agilysys, Inc. is a technology company. The Company provides software for point-of-sale (POS), property management, inventory and procurement, workforce management, analytics, document management, and mobile and wireless solutions and services to the hospitality industry. The Company serves four market sectors: gaming, both corporate and tribal; hotels, resorts and cruise; foodservice management, and restaurants, universities, stadia and healthcare. The Company is a developer and marketer of software enabled solutions and services to the hospitality industry, including hardware and software products; support, maintenance and subscription services, and professional services. The rGuest platform is designed to run as a Software-as-a-Service (SaaS)-based platform on the public cloud, private cloud, on-premise or in a hybrid configuration. The rGuest platform includes various in-market solutions, such as rGuest Stay, rGuest Buy, rGuest Seat, rGuest Pay and rGuest Analyze.