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As filed with Securities and Exchange Commission on October 30, 1997
Registration No. 333-14309
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN SOFTWARE, INC.
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(Exact name of issuer as specified in its charter)
GEORGIA 58-1098795
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 EAST PACES FERRY ROAD, N.E., ATLANTA, GEORGIA 30305
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(Address of Principal Executive Offices)
AMERICAN SOFTWARE, INC. INCENTIVE STOCK OPTION PLAN, NONQUALIFIED
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STOCK OPTION PLAN, 1991 EMPLOYEE STOCK OPTION PLAN
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AND DIRECTOR AND OFFICER STOCK OPTION PLAN
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(Full title of the plans)
Agent for Service: With Copies to:
Mr. Henry B. Levi James C. Edenfield
Gambrell & Stolz, L.L.P. American Software, Inc.
Suite 4300 470 East Paces Ferry Road, NE
One Peachtree Center Atlanta, Georgia 30305
303 Peachtree Street, N. E.
Atlanta, Georgia 30308
Telephone number of agent:
(404) 577-6000
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BACKGROUND
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On October 17, 1996, the Issuer filed with the Commission Registration Statement
No. 333-14309 on Form S-8 in order to register 3,950,486 Class A Common Shares
for issuance pursuant to the Issuer's Incentive Stock Option Plan, Nonqualified
Stock Option Plan, 1991 Employee Stock Option Plan and Director and Officer
Stock Option Plan. Under those Plans, 282,680 shares were issued under that
Registration Statement pursuant to exercise of options during the period October
17, 1996 through August 28, 1997, leaving 3,667,806 registered shares unissued.
A new Registration Statement on Form S-8, Registration No. 333-34637, was filed
on August 28, 1997, registering 4,082,454 Class A Common Shares under those
Plans. The new Registration Statement was and is intended to replace
Registration Statement No. 333-14309. The new Registration Statement applies to
all shares issued pursuant to options exercised under the Plans on or after
August 28, 1997.
DEREGISTRATION
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Based upon the foregoing, the Issuer hereby deregisters the 3,667,806 Class A
Common Shares heretofore registered and not sold pursuant to Registration
Statement No. 333-14309.
-2-
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SIGNATURES
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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 on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on October 23, 1997.
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 Post-Effective
Amendment to a Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name Capacity Date
- ---- -------- ----
/s/ James C. Edenfield President, Chief October 23, 1997
- ---------------------- Executive Officer and
James C. Edenfield Director
* Chairman of the Board
- ---------------------- of Directors
Thomas L. Newberry
* Director
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David H. Gambrell
* Director
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Thomas R. Williams
/s/ David E. Weigand Principal Accounting October 23, 1997
- ---------------------- Officer and Acting
David E. Weigand Principal Financial Officer
*By:/s/ James C. Edenfield
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James C. Edenfield, at Attorney-in-Fact October 23, 1997
