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: November 9, 2011 (Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 000-5734 | 34-0907152 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 28925 Fountain Parkway, Solon, Ohio | 44139 | |||
| (Address of principal executive offices) | (ZIP Code) | |||
Registrant’s telephone number, including area code: (440) 519-8700
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition; and |
| Item 7.01 | Regulation FD Disclosure |
The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 9, 2011, Agilysys, Inc. (the “Company”) issued a press release announcing its results for the fiscal 2012 second quarter ended September 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the slide presentation for the earnings webcast conference call is also attached hereto as Exhibit 99.2 and incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Company announced today the appointment of James H. Dennedy as president and chief executive officer of the Company. Dennedy, 46, had led the Company as interim president and chief executive officer since May 2011, when the Company announced the divesture of its TSG business unit. Information relating to Mr. Dennedy’s compensation and biography were included in a Form 8-K filed by the Company on May 31, 2011, announcing his appointment and the sale. A copy of the press release relating to Mr. Dennedy’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed in a Form 8-K filed by the Company on August 1, 2011, the option to hold future advisory votes on the compensation of the Company’s named executive officers annually received a majority of the votes cast at the meeting, as recommended by the Company’s Board of Directors. As a result, the Board currently intends to hold such advisory vote annually.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following item is furnished as an exhibit to this current report on Form 8-K:
| 99.1 | Press release issued by the Company dated November 9, 2011, announcing its results for the fiscal 2012 second quarter ended September 30, 2011. | |
| 99.2 | Second quarter ended September 30, 2011 slide presentation for earnings webcast conference call. | |
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.
| AGILYSYS, INC. | ||
| By: | /s/ Robert R. Ellis | |
| Robert R. Ellis | ||
| Senior Vice President and Chief Financial Officer | ||
Date: November 9, 2011
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press release issued by the Company dated November 9, 2011, announcing its results for the fiscal 2012 second quarter ended September 30, 2011. | |
| 99.2 | Second quarter ended September 30, 2011 slide presentation for earnings webcast conference call. | |