Settlement agreement at Agilysys

Ramius has settled its dispute with issuer Agilysys, an IT contractor for companies in the retail and hospitality markets.

Ramius owns approximately 13% of Agilysys' shares, and has expressed its unhappiness with a "misguided, poorly executed acquisition strategy."

A shareholders meeting, scheduled for March 26, will now be shorn of drama.

It appears that Agilysys had to throw two of their own overboard. Directors Charles Christ and Eileen Rudden have resigned. They'll be replaced by two of Ramius' nominees, John Mutch and Steve Tepedino.

Here's some bio on the two new directors, from the settlement announcement:

Mutch (age 52) is the founder and a Managing Partner of MV Advisors, LLC, a firm that provides focused investment and strategic guidance to small- and mid-cap technology companies. In March 2003, Mutch was appointed to the Board of Directors of Peregrine Systems Inc. (“Peregrine”), a global enterprise software provider, to assist Peregrine and its management in development of a plan of reorganization, which ultimately led to Peregrine’s emergence from bankruptcy. Mutch served as President and Chief Executive Officer of Peregrine from August 2003 to December 2005 through its acquisition by Hewlett-Packard. Mutch is currently a director of Edgar Online, Inc., Adaptec, Inc. and Aspyra, Inc.

Tepedino (age 47) is a co-founder of Channel Savvy LLC, a management consulting firm specializing in technology channels, where he has served as President and Chief Executive officer since May 2006. Additionally, since that time Tepedino served as a Member of JET Creative LLC, a management consulting company specializing in the information technology industry. From 1984 to 2006, Tepedino worked in various positions at Avnet, Inc., a Fortune 500 company focused on global technology distribution.

As part of the settlementk, too, the company has disbanded its special committee formed to oversee its "strategic alternatives." If or when it creates a new such committee, one of the two new Ramius Directors will be a member.

Ramius sends letter re: Agilsys

In my lazy Sunday-blogging fashion, I'm just going to copy and paste what I saw on this subject on the Business Wire.


NEW YORK, Feb 26, 2009 (BUSINESS WIRE) -- --Urges Shareholders to Elect New, Independent Director Nominees That Have The Experience Necessary To Oversee A Turnaround Of Agilysys.

RCG Starboard Advisors, LLC, together with Ramius LLC and its other affiliates (collectively, the "Ramius Group" or "Ramius"), today announced that it has sent a letter to the shareholders of Agilysys, Inc. ("Agilysys" or the "Company") (NasdaqGS: AGYS) urging shareholders to elect new, independent director nominees at the Company's 2008 Annual Meeting of Shareholders on March 26, 2009. On June 20, 2008, Ramius nominated three highly qualified director candidates, John Mutch, Steve Tepedino, and James Zierick. Ramius, the second largest shareholder of the Company, is the beneficial owner of approximately 13.0% of the Company's outstanding common shares.

Ramius Partner Mark Mitchell stated, "The current Board of Agilysys must be held accountable for its ineffective oversight of a misguided, poorly executed acquisition strategy and extremely weak operating results which have resulted in significant destruction of shareholder value. Management and the Board have had ample opportunity to address the key strategic and operational issues that have affected Agilysys' performance, but have repeatedly failed to do so. Shareholders cannot afford to let the Company continue to make mistakes and destroy shareholder value."

Added Mitchell, "Immediate and substantial change at the Board level is imperative if a turnaround of Agilysys is to succeed. Our independent, knowledgeable, and highly experienced nominees will work diligently to significantly improve the Company's businesses and create substantial value for all shareholders."

Cleveland IT Contractor negotiating w/Ramius

Agilysys, Inc., an IT contractor headquartered in Ohio (Nasdaq: AGYS), faces a proxy contest from Ramius LLC, in connection with the company's annual meeting scheduled for March 26.

Three members of Agilysys' (staggered) board will stand for re-election at that meeting. The Ramius/challenge slate consists of: John Mutch; Steve Tepedino; James Zierick.

Their grievance? In the words of their proxy statement: "In light of the Company’s continued poor operating performance, we believe that it is imperative that management and the Board immediately commit themselves to: realigning the cost structure of all three business units to achieve margins on par with industry peers;
significantly reducing corporate overhead; and refraining from making any further acquisitions."


It appears that negotiations are underway. In a statement, Agilsys' chief executive, Martin Ellis, said recently: "We are always willing to work with shareholders and on many occasions we have met with Ramius representatives to conduct negotiations to avoid a potential proxy contest. We hope these discussions can continue in good faith."

The negotiations are aimed at a "standstill agreement." Not, in other words, making Ramius happy but giving it enough in terms of board representation so it will agree to a standstill into 2010. This seems likely to involve conceding two of the three positions now contested, which would represent 2/9ths of the overall board.

The three incumbents each, pending any such dea, seeking re-election are: Thomas A. Commes; R. Andrew Cueva; Howard V. Knicely.