Item 1.01. Entry into a Material Definitive Agreement.
OnMay 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") toMAK Capital Fund L.P. , a Bermuda Islands limited partnership andMAK Capital Distressed Debt Fund I, LP , aDelaware limited partnership (each, in its capacity as a designee ofMAK Capital One L.L.C. , aDelaware limited liability company (the "Purchaser"), the "Related Purchaser") pursuant to the terms of the Investment Agreement (the "Investment Agreement"), dated as ofMay 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 theState of Ohio onMay 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 onMay 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. Registration Rights Agreement OnMay 22, 2020 , the Company and the Related Purchasers also entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant 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 ofEquity Securities . The offer and sale of the shares of Convertible Preferred Stock pursuant 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"), pursuant 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. Pursuant 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 onMay 13, 2020 , which is incorporated herein by reference. Each share of Convertible Preferred Stock issued to the Related Purchasers pursuant 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 theOhio Secretary of State onMay 22, 2020 , a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 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 theState of Ohio onMay 22, 2020 . -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to Amended Articles of Incorporation ofAgilysys, Inc. 10.1 Registration Rights Agreement, datedMay 22, 2020 , by and amongAgilysys, Inc. ,MAK Capital Fund L.P. andMAK Capital Distressed Debt Fund I, LP
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Forward-Looking Language
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the safe harbor provisions of the
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
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.
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