Filed with the Securities and Exchange Commission on August 31, 1998
Registration No.: 333-____________
_______________________________________________________________________________
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 DIRECTORS
AND OFFICERS STOCK OPTION PLAN (COLLECTIVELY, THE "PLANS")
(Full Title of the Plans)
Agent for Service: With Copies to:
Henry B. Levi, Esq. James C. Edenfield and
Gambrell & Stolz, L.L.P. Vincent C. Klinges
Suite 4300, SunTrust Plaza 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
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 4,891,731 Shs. $3.71875 $4,090,625 $1,207
====================================================================================================
/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 1,100,000 shares registered resulting from
amendments to two of the Plans. The remaining shares were registered under
Registration Statement Numbers 33-42017, 33-67010, 33-83396, 33-62587, 333-14309
and/or 333-34637.
/2/Based upon the average of the high and low prices of the Class A Common
Shares reported on the Nasdaq National Market on August 25, 1998.
/3/Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h).
Exhibit Index Appears on Page 4
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 Items 5 and
8 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 August 24, 1998, lawyers associated with that firm
owned or had options to purchase 39,000 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.
Item 8. Exhibits.
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Exhibit Number Description
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4.1 1991 Employee Stock Option Plan (Amended and Restated August
27,1998).
4.2 Directors and Officers Stock Option Plan (Amended and Restated August
27, 1998).
5.1 Opinion of Counsel regarding legality
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 3)
2
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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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 August 27, 1998.
AMERICAN SOFTWARE, INC.
By:/s/ James C. Edenfield
James C. Edenfield, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James C. Edenfield and Vincent C. Klinges, or either of
them, his attorney-in-fact, in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may do or cause to be done by virtue hereof.
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 August 27,1998
James C. Edenfield Officer and Director
/s/ Thomas L. Newberry Chairman of the Board of August 27, 1998
Thomas L. Newberry Directors
/s/ David H. Gambrell Director August 27, 1998
David H. Gambrell
/s/ Thomas R. Williams Director August 27, 1998
Thomas R. Williams
/s/ Vincent C. Klinges Principal Accounting August 27, 1998
Vincent C. Klinges Officer and Acting
Principal Financial Officer
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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EXHIBIT NUMBER DESCRIPTION
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4.1 1991 Employee Stock Option Plan (Amended
and Restated August 27,1998). 5
4.2 Directors and Officers Stock Option Plan
(Amended and Restated August 27, 1998). 10
5.1 Opinion of Counsel regarding legality 16
23.1 Independent Auditors' Consent 18
24.1 Power of Attorney 3
4