Filed with the Securities and Exchange Commission on September 12, 1995
REGISTRATION NO.: 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN SOFTWARE, INC.
(Exact name of issuer as specified in its charter)
Georgia 58-1098795
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
470 East Paces Ferry Road, N. E.
Atlanta, Georgia 30305
(Address of Principal Executive Offices)
AMERICAN SOFTWARE, INC. INCENTIVE STOCK OPTION PLAN,
NONQUALIFIED STOCK OPTION PLAN, 1991 EMPLOYEE STOCK OPTION PLAN AND DIRECTOR
AND OFFICER STOCK OPTION PLAN (COLLECTIVELY, THE "PLANS")
(Full Title of the Plans)
Agent for Service: With Copies to:
Henry B. Levi James C. Edenfield and
Gambrell & Stolz Peter W. Pamplin
Suite 4300, One Peachtree Center American Software, Inc.
303 Peachtree Street, N. E. 470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30308 Atlanta, Georgia 30305
Telephone Number of Agent for Service: 404/577-6000
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Aggregate
Amount Maximum Offering Price Amount of
Title of Securities to be Offering Price of Additional Registration
to be Registered Registered/1/ Per Share/2/ Shares/2 3/ Fee
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Class A Common Shares, Par Value $.10 3,587,115 Shs. $7.25 $3,625,000 $1,250
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/1/Based upon the aggregate number of Shares presently authorized for
issuance under the Plans, less shares already purchased pursuant to options
granted under such Plans. Pursuant to General Instruction E, the
registration fee is payable only with respect to the additional 500,000
shares registered. The remaining shares were registered under Registration
Statement Numbers 33-42017, 33-67010 and/or 33-83396.
/2/Based upon the closing price of the Class A Common Shares on NASDAQ
National on August 31, 1995.
/3/Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g).
Exhibit Index Appears on Page 5
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
The contents of Registration Statement No. 33-42017 on Form S-8, of the
Registrant, are hereby incorporated by reference thereto, except for Item 5
of Part II, which is revised as set forth below. Such Registration
Statement related to the same stock option plans to which this Registration
Statement relates. This Registration Statement is being filed to register
additional securities, of the same class, registered under Registration
Statement No. 33-42017.
Item 5. Interests of Named Experts and Counsel.
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The firm of Gambrell & Stolz, Atlanta, Georgia, is general counsel to
the Registrant. As of September 1, 1995, lawyers associated with that firm
owned or had options to purchase 27,892 Class A Common Shares of the
Registrant. David H. Gambrell and James R. McGuone, partners in that firm,
are a Director of the Registrant and Secretary of the Registrant,
respectively.
2
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Atlanta, State of
Georgia, on September 6, 1995.
AMERICAN SOFTWARE, INC.
By: /s/ James C. Edenfield
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James C. Edenfield, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ James C. Edenfield
---------------------- President, Chief Executive September 6, 1995
James C. Edenfield Officer and Director
/s/ Thomas L. Newberry
---------------------- Chairman of the Board of September 6, 1995
Thomas L. Newberry Directors
/s/ David H. Gambrell
---------------------- Director September 6, 1995
David H. Gambrell
/s/ Thomas R. Williams
---------------------- Director September 6, 1995
Thomas R. Williams
/s/ Peter W. Pamplin
---------------------- Chief Accounting Officer September 6, 1995
Peter W. Pamplin and Acting Chief Financial
Officer
3
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
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5.1 Opinion of Gambrell & Stolz 6
regarding legality of Securities
23.1 Consent of KPMG Peat Marwick LLP 8
25 Power of Attorney 4
5