0000931763-95-000152.txt : 19950914 0000931763-95-000152.hdr.sgml : 19950914 ACCESSION NUMBER: 0000931763-95-000152 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950912 EFFECTIVENESS DATE: 19951001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SOFTWARE INC CENTRAL INDEX KEY: 0000713425 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581098795 STATE OF INCORPORATION: GA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62587 FILM NUMBER: 95573345 BUSINESS ADDRESS: STREET 1: 470 E PACES FERRY RD NE CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4042614381 MAIL ADDRESS: STREET 1: 470 EAST PACES FERRY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30305 S-8 1 FORM S-8 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
============================================================================================================================== 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 ------------------------------------------------------------------------------------------------------------------------------ Class A Common Shares, Par Value $.10 3,587,115 Shs. $7.25 $3,625,000 $1,250 ==============================================================================================================================
/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 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 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 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 EX-5.1 2 OPINION GAMBRELL STOLZ [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 [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 EX-23.1 3 CONSENT OF KPMG 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 EX-25 4 POWER OF ATTORNEY 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