UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: January 12, 2007
(Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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000-5734
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34-0907152 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2255 Glades Road, Suite 425W, Boca Raton, Florida
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33431 |
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(Address of principal executive offices)
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(ZIP Code) |
Registrants telephone number, including area code: (561) 999-8700
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events
On January 12, 2007, Agilysys, Inc. filed a preliminary proxy statement with the Securities and
Exchange Commission in connection with the proposed sale of its KeyLink Systems Distribution
Business. Among other uses of proceeds from the sale, the preliminary proxy statement discusses the
purchase of up to 6 million Agilysys common shares in an estimated $100 million self-tender offer.
The ultimate number of shares and dollar value of the tender offer will be dependent on the stock
price and market conditions at the time. Agilysys currently expects to commence the tender offer as
soon as reasonably practicable following the closing of the proposed sale of its KeyLink Systems
Distribution Business. A copy of the applicable pages of the proxy statement are attached hereto as
Exhibit 99.1 and are being filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of
1934 as a pre-commencement communication.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
99.1 Proxy Statement Pages [_], [_], [_], [_], [_] and [_].
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AGILYSYS, INC.
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By:
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/s/ Martin F. Ellis
Martin F. Ellis
Executive Vice President, Treasurer and Chief
Financial Officer
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Date: January 12, 2007 |
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