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Filed with the Securities and Exchange Commission on September 12, 1995
REGISTRATION NO.: 33-____________
--------------------------------------------------------------------------------
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
<TABLE>
<CAPTION>
==============================================================================================================================
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
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares, Par Value $.10 3,587,115 Shs. $7.25 $3,625,000 $1,250
==============================================================================================================================
</TABLE>
/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
<PAGE>
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.
--------------------------------------
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
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
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
-------------------------------------------
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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
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
<PAGE>
[LETTERHEAD OF GAMBRELL & STOLZ APPEARS HERE]
September 5, 1995
EXHIBIT 5.1
Board of Directors
American Software, Inc.
470 East Paces Ferry Road
Atlanta, Georgia 30305
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
American Software, Inc., a Georgia corporation (the "Company"), in connection
with its Amended and Restated Incentive Stock Option Plan, its Amended and
Restated Nonqualified Stock Option Plan, its Amended and Restated 1991 Employee
Stock Option Plan and its Amended and Restated Director and Officer Stock Option
Plan (collectively, the "Plans"), the granting of options to purchase $.10 par
value Class A Common Shares of the Company (the "Shares") pursuant to the Plans
and the issuance of the Shares upon exercise of such options. We understand that
as of September 5, 1995 the aggregate number of Shares that may be issued
pursuant to options granted under the Plans is 3,087,115.
An Amendment to the Amended and Restated 1991 Employee Stock Option
Plan to increase the number of authorized shares under this Plan by 500,000
shares (the "Amendment"), is being presented to the Shareholders of the Company
for their approval by majority vote of those attending or represented by proxy
at the 1995 Annual Meeting of Shareholders of the Company, scheduled to be held
on September 6, 1995, which vote shall take into account the relative voting
rights of holders of Class A Common Shares and Class B Common Shares of the
Company.
We have assisted in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, an aggregate of 3,587,115 Shares reserved
for issuance under the Plans. In connection therewith, we have examined, among
other things, such records and documents as we have deemed necessary to express
the opinions hereinafter set forth.
6
<PAGE>
[LOGO OF GAMBRELL & STOLZ APPEARS HERE]
Board of Directors
American Software, Inc.
September 5, 1995
Page 2.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a duly organized and legally existing corporation under
the laws of the State of Georgia.
(2) When the Shareholders of the Company have approved the Amendment by
majority vote, as described above, and when options for the purchase of not more
than 3,587,115 of the Shares have been granted to eligible employees under the
Plans, without exceeding the limits of the individual Plans, such options will
be legally constituted and obligations of the Company in accordance with their
terms.
(3) When the 3,587,115 Shares have been delivered by the Company upon the
exercise of options under the Plans against payment of the purchase price
therefor, without exceeding the limits of the individual Plans (assuming the
Shareholders of the Company have approved the Amendment by majority vote, as
described above), said Shares will be validly issued and outstanding, fully paid
and nonassessable. This opinion assumes compliance with applicable federal and
state securities laws and with proper corporate procedures regarding the
issuance of the Shares.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm included therein.
Very truly yours,
GAMBRELL & STOLZ
By: \s\ Henry B. Levi
--------------------------------
a Partner
7
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
American Software, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of American Software, Inc. of our report dated June 9, 1995, relating to the
consolidated balance sheets of American Software, Inc. and subsidiaries as of
April 30, 1995 and 1994, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in three-year period
ended April 30, 1995, and related schedule, which report appears in the April
30, 1995 annual report on Form 10-K of American Software, Inc.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 6, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears above hereby constitutes and appoints James C. Edenfield and Peter
W. Pamplin, or any one of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any or all
amendments, including post-effective amendments, to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
4
