Filed with the Securities and Exchange Commission on October 17, 1996
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, L.L.P. 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
Maximum
Aggregate
Proposed Offering
Maximum Price
Offering of
Amount Price Additional Amount of
Title of Securities to be Per Shares/2/ Registration
to be Registered Registered/1/ Share/2/ /3/ Fee
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Class A Common Shares,
Par Value $.10 3,950,486 Shs. $6.625 $2,896,251 $998.71
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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 (a) the additional 250,000 shares registered resulting from
an amendment to one of the Plans, and (b) 187,170 shares that inadvertently were
not included in previous Registration Statements registering shares that may be
issued pursuant to options granted under the Plans. The remaining shares were
registered under Registration Statement Numbers 33-42017, 33-67010, 33-83396
and/or 33-62587.
/2/Based upon the closing price of the Class A Common Shares on NASDAQ National
on October 4, 1996.
/3/Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(g).
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, L.L.P., Atlanta, Georgia, is general
counsel to the Registrant. As of September 12, 1996, lawyers associated with
that firm owned or had options to purchase 37,992 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 the 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 October 16, 1996.
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 October 16 , 1996
James C. Edenfield Officer and Director -----
/s/ Thomas L. Newberry
- ----------------------- Chairman of the Board of October 17 , 1996
Thomas L. Newberry Directors -----
/s/ David H. Gambrell
- ----------------------- Director October 7 , 1996
David H. Gambrell -----
- ----------------------- Director October , 1996
Thomas R. Williams -----
/s/ Peter W. Pamplin
- ----------------------- Chief Accounting Officer October 16 , 1996
Peter W. Pamplin and Acting Chief Financial -----
Officer
3
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of Gambrell & Stolz, L.L.P.
regarding legality of Securities
23.1 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
99.1 Amended and Restated American Software, Inc.
1991 Employee Stock Option Plan
99.2 Amended and Restated American Software, Inc.
Director and Officer Stock Option Plan