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As filed on October 20, 1998
Registration No. 333-34637
________________________________________________________________________________
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:
Henry B. Levi, Esq. James C. Edenfield
Gambrell & Stolz, L.L.P. American Software, Inc.
Suite 4300, SunTrust Plaza 470 East Paces Ferry Road, NE
303 Peachtree Street, N. E. Atlanta, Georgia 30305
Atlanta, Georgia 30308
Telephone number of agent:
(404) 577-6000
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BACKGROUND
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On August 28, 1997, the Issuer filed with the Commission Registration Statement
No. 333-34637 on Form S-8 in order to register 4,082,454 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, 272,732 shares were issued under that
Registration Statement pursuant to exercise of options during the period August
28, 1997 through August 30, 1998, leaving 3,809,722 registered shares unissued.
A new Registration Statement on Form S-8, Registration No. 333-62529, was filed
on August 31, 1998, registering 4,891,731 Class A Common Shares under those
Plans. The new Registration Statement was and is intended to replace
Registration Statement No. 333-34637. The new Registration Statement applies to
all shares issued pursuant to options exercised under the Plans on or after
August 31, 1998.
DEREGISTRATION
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Based upon the foregoing, the Issuer hereby deregisters the 3,809,722 Class A
Common Shares heretofore registered and not sold pursuant to Registration
Statement No. 333-34637.
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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 7, 1998.
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 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 7, 1998
James C. Edenfield Executive Officer
(Principal Executive Officer)
and Director
*
- ------------------------- Chairman of the Board October 7, 1998
Thomas L. Newberry
*
- ------------------------- Director October 7, 1998
David H. Gambrell
*
- ------------------------- Director October 7, 1998
Thomas R. Williams
/s/ Vincent Klinges
- ------------------------- Chief Acting October 7, 1998
Vincent Klinges Financial Officer
(Principal Financial Officer)
*By: /s/ James C. Edenfield
---------------------- October 7, 1998
James C. Edenfield,
as Attorney-in-Fact
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