Agilysys shareholder Ramius wants to add three nominees to board of directors

By Lisa Kerner

Charlotte, N.C., Feb. 18 - Ramius Value and Opportunity Master Fund Ltd. is seeking support from fellow Agilysys, Inc. shareholders to have its slate of three nominees elected to the Agilysys board of directors at the company's annual meeting on March 26.

According to Ramius' schedule 14A filed with the Securities and Exchange Commission, the investor wants its nominees - John Mutch, Steve Tepedino and James Zierick - to become class B directors and to hold office until the 2011 annual meeting.

Mutch is the founder and a managing partner of MV Advisors, LLC.

Tepedino is a co-founder of Channel Savvy LLC, a management consulting firm specializing in technology channels, and has been its president and chief executive officer since May 2006.

Zierick has been interim CEO of Aspyra, Inc., a health-care information technology and service provider, since February 2008 and a director of Aspyra since September 2007.

Agilysys' shares are trading at a significant discount to intrinsic value due, Ramius said, "to, among other things, a conglomerate corporate structure, poor capital allocation decisions and disappointing operating performance."

"Additionally, given the board's history of weak oversight and poor judgment, we have serious concerns about the ability and willingness of the current board to make the necessary structural and operational changes that we believe are required in order to maximize shareholder value," Ramius said in the filing.

Ramius and its affiliates beneficially own 2,954,439 shares, or 12.5%, of Agilysys common stock.

Agilysys, an IT solutions provider, previously announced that it has eliminated $17 million of expenses as the result of cost-reduction initiatives and will save more by consolidating its headquarters from Boca Raton, Fla., to its existing offices in suburban Cleveland.

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