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Filed with the Securities and Exchange Commission on August 29, 1997
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 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. David E. Weigand
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
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
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Shares, Par Value $.10 4,082,454 Shs. $11.5625 $4,625,000 $1,402
====================================================================================================================
</TABLE>
Page 1 of 8
Exhibit Index Appears on Page 5
1
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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 400,000 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 and/or
333-14309.
/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, 1997.
/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.
--------------------------------------
The firm of Gambrell & Stolz, L.L.P., Atlanta, Georgia, is general counsel
to the Registrant. As of August 25, 1997, lawyers associated with that firm
owned or had options to purchase 37,592 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
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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 August 26, 1997.
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 August 26, 1997
- --------------------------- Officer and Director
James C. Edenfield
/s/Thomas L. Newberry Chairman of the Board of August 26, 1997
- --------------------------- Directors
Thomas L. Newberry
/s/ David H. Gambrell Director August 26, 1997
- ---------------------------
David H. Gambrell
/s/Thomas R. Williams Director August 26, 1997
- ---------------------------
Thomas R. Williams
/s/ David E. Weigand Principal Accounting August 26, 1997
- --------------------------- Officer and Acting
David E. Weigand Principal Financial Officer
3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
above hereby constitutes and appoints James C. Edenfield and David E. Weigand,
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
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
5.1 Opinion of Gambrell & Stolz, L.L.P.
regarding legality of Securities 6
23.1 Consent of KPMG Peat Marwick LLP 8
25.1 Power of Attorney 4
5
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EXHIBIT 5.1
August 27, 1997
404/221-6508
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 the date of this opinion the aggregate number of Shares that may be issued
after the date hereof pursuant to options granted under the Plans is 4,082,454.
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 4,082,454 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.
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 options for the purchase of not more than 4,082,454 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.
<PAGE>
Board of Directors
American Software, Inc.
August 27, 1997
Page 2
(3) When such 4,082,454 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, 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, L.L.P.
By:
-----------------------------
a Partner
2
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
American Software, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of American Software, Inc. of our report dated June 20, 1997, relating
to the consolidated balance sheets of American Software, Inc. and subsidiaries
as of April 30, 1997 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended April 30, 1997, and related schedule, which report
appears in the April 30, 1997 Annual Report on Form 10-K of American Software,
Inc.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
August 27, 1997
