sc13da206297053_06062008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 2)1

Agilysys, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

00847J105
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 6, 2008
(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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.


_______________
1              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 (“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).
 
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                       STARBOARD VALUE AND OPPORTUNITY MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,802,195
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,802,195
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,802,195
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
14
TYPE OF REPORTING PERSON
 
CO

2
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
321,276
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
321,276
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
321,276
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

3
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                       RCG ENTERPRISE, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
321,276
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
321,276
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
321,276
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,123,471
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,123,471
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,123,471
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,123,471
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
IA, OO

6
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,123,471
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,123,471
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
OO

7
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                       PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,123,471
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,123,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
IN

8
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,123,471
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,123,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
IN

9
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                       JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,123,471
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,123,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
IN

10
CUSIP NO. 00847J105
 
1
NAME OF REPORTING PERSON
 
                      THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,123,471
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,123,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,123,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0%
14
TYPE OF REPORTING PERSON
 
IN

11
CUSIP NO. 00847J105
 
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned.  This Amendment No. 2 is being filed to correct a typographical error found in Item 3 of Amendment No. 1 to the Schedule 13D.
 
Item 3 is hereby amended and restated as follows:
 
The Shares purchased by Starboard and Parche were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 2,123,471 Shares beneficially owned in the aggregate by Starboard and Parche is approximately $22,433,303, excluding brokerage commissions.

Item 5 is hereby amended and restated as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 23,527,077 Shares outstanding, as of January 24, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2008.

A.
Starboard
 
 
(a)
As of the date hereof, Starboard beneficially owns 1,802,195 Shares.
 
Percentage: Approximately 7.6%.
 
 
(b)
1. Sole power to vote or direct vote: 1,802,195
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,802,195
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
B.
Parche
 
(a)           As of the date hereof, Parche beneficially owns 321,276 Shares.
 
Percentage:  Approximately 1.4%.
 
 
(b)
1. Sole power to vote or direct vote: 321,276
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 321,276
 
4. Shared power to dispose or direct the disposition: 0
 
 
12
CUSIP NO. 00847J105
 
 
(c)
The transaction in the Shares by Parche since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
C.
RCG Enterprise
 
 
(a)
RCG Enterprise, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 321,276 Shares owned by Parche.
 
Percentage: Approximately 1.4%.
 
 
(b)
1. Sole power to vote or direct vote: 321,276
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 321,276
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Enterprise has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares by Parche since the filing of the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
 
D.
RCG Starboard Advisors
 
 
(a)
As of the date hereof, as the investment manager of Starboard and the managing member of Parche, RCG Starboard Advisors is deemed the beneficial owner of the (i) 1,802,195 Shares owned by Starboard and (ii) 321,276 Shares owned by Parche.
 
Percentage: Approximately 9.0%.
 
 
(b)
1. Sole power to vote or direct vote: 2,123,471
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,123,471
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Starboard and Parche are set forth in Schedule A and are incorporated by reference.
 
E.
Ramius
 
 
(a)
As of the date hereof, as the sole member of RCG Starboard Advisors, Ramius is deemed the beneficial owner of the (i) 1,802,195 Shares owned by Starboard, and (ii) 321,276 Shares owned by Parche.
 
Percentage: Approximately 9.0%.
 
 
13
CUSIP NO. 00847J105
 
 
(b)
1. Sole power to vote or direct vote: 2,123,471
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,123,471
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Starboard and Parche are set forth in Schedule A and are incorporated by reference.
 
F.
C4S
 
 
(a)
As of the date hereof, as the managing member of Ramius, C4S is deemed the beneficial owner of the (i) 1,802,195 Shares owned by Starboard, and (ii) 321,276 Shares owned by Parche.
 
Percentage: Approximately 9.0%.
 
 
(b)
1. Sole power to vote or direct vote: 2,123,471
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,123,471
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Starboard and Parche are set forth in Schedule A and are incorporated by reference.
 
G.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As of the date hereof, as the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon is deemed the beneficial owner of the (i) 1,802,195 Shares owned by Starboard, and (ii) 321,276 Shares owned by Parche.
 
Percentage: Approximately 9.0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,123,471
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,123,471
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Starboard and Parche are set forth in Schedule A and are incorporated by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
 
(e)
Not applicable.
 
 
14
CUSIP NO. 00847J105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 11, 2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
       its investment manager
 
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
       its managing member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
 
Name: Jeffrey M. Solomon
 
Title: Authorized Signatory



/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
 
 

 
15
CUSIP NO. 00847J105

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
 
115,500
  
11.0165
06/03/2008
252
  
10.9190
06/04/2008
63,000
  
12.2836
06/05/2008
20,216
  
12.2102
06/05/2008
50,400
  
12.1727
06/06/2008
42,000
  
12.0592
06/09/2008
42,000
  
11.9008
06/10/2008

PARCHE, LLC
 
48
  
10.9190
06/04/2008
12,000
  
12.2836
06/05/2008
3,851
  
12.2102
06/05/2008
9,600
  
12.1727
06/06/2008
8,000
  
12.0592
06/09/2008
8,000
  
11.9008
06/10/2008



16