8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 29, 2012

AMERICAN SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-12456	58-1098795
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

470 East Paces Ferry Road, N.E. Atlanta, Georgia	30305
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (404) 261-4381

Former name or former address, if changed since last report: Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for American Software, Inc. for the quarter ended July 31, 2012 and certain forward-looking statements, as presented in a press release of August 29, 2012. The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following Exhibit is filed as part of this Report:

Exhibit No.	Description
99.1	Press Release of American Software, Inc., dated August 29, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERICAN SOFTWARE, INC.
		(Registrant)
Date:	August 29, 2012	By:	/s/ Vincent C. Klinges
			Vincent C. Klinges
			Chief Financial Officer

2

EX-99.1

Exhibit 99.1

American Software Reports Preliminary First Quarter of Fiscal Year 2013 Results

Total Revenues Increase 9% and Net Earnings Increase 6%

ATLANTA--(BUSINESS WIRE)--August 29, 2012--American Software, Inc. (NASDAQ: AMSWA) today reported preliminary financial results for the first quarter of fiscal 2013, delivering a 9% increase in total revenues and a 6% increase in net earnings when compared to the same period last year. The Company has achieved 46 consecutive quarters of profitability and has distributed dividends to shareholders for 36 consecutive quarters.

Key first quarter financial highlights:

• Total revenues for the quarter ended July 31, 2012 were $25.9 million, an increase of 9% over the comparable period last year.
• Software license fee revenues for the quarter ended July 31, 2012 were $5.1 million, a decrease of 24% over the same period last year.
• Services and other revenues for the quarter ended July 31, 2012 were $12.5 million compared to $9.3 million for the same period last year, an increase of 35%.
• Maintenance revenues for the quarter ended July 31, 2012 were $8.3 million compared to $7.8 million, an increase of 8% over the same period last year.
• Operating earnings for the quarter ended July 31, 2012 were $3.7 million, an increase of 4% compared to the same period last year.
• GAAP net earnings for the quarter ended July 31, 2012 were $2.4 million or $0.09 per fully diluted share, an increase of 6% over the first quarter of fiscal 2012.
• Adjusted net earnings for the quarter ended July 31, 2012, which excludes stock-based compensation expense and amortization of acquisition-related intangibles, were $2.7 million or $0.10 per fully diluted share, an increase of 7% compared to $2.6 million or $0.10 per fully diluted share for the same period last year, which also excluded stock-based compensation expense and amortization of acquisition-related intangibles.
• Adjusted EBITDA increased 4% to $5.2 million in the quarter ended July 31, 2012, from $5.0 million in the quarter ended July 31, 2011. Adjusted EBITDA represents GAAP net earnings adjusted for amortization of intangibles, depreciation, interest income, income tax expense, stock-based compensation, and other significant non-routine operating and non-operating income and expense items, if applicable.

The Company is including EBITDA, adjusted EBITDA, adjusted net earnings and adjusted net earnings per share in the summary financial information provided with this press release as supplemental information relating to its operating results. This financial information is not in accordance with, or an alternative for, GAAP-compliant financial information and may be different from non-GAAP net earnings and non-GAAP per share measures used by other companies. The Company believes that this presentation of adjusted net earnings and adjusted net earnings per share provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations.

The overall financial condition of the Company remains strong, with no debt and with cash and investments of approximately $66.3 million as of July 31, 2012. The Company increased cash and investments by approximately $13.5 million when compared to July 31, 2011.

“We are pleased to achieve our 46^th consecutive quarter of profitability, increasing revenues by 9% and net earnings by 6% over the same period last year,” stated James C. Edenfield, president and CEO of American Software. “During the quarter, we added 16 new customers, signed license agreements with customers in 10 countries and increased both services and maintenance revenues.”

“The increased visibility, efficiency and effectiveness provided by our portfolio of supply chain and enterprise applications enable manufacturing, wholesale, and specialty retail enterprises the opportunity to significantly improve cash flow, reduce inventory, increase supply chain responsiveness and accelerate the sales and operations planning process,” continued Edenfield. “Today’s global businesses must increase the emphasis on improving all facets of their supply and distribution networks to better service customers while simultaneously managing costs.”

“Our sustained profitability has allowed the Company to provide a tangible benefit to our shareholders with a quarterly dividend for more than eight years,” said Edenfield. “On August 20, 2012 our Board of Directors authorized the Company's next quarterly dividend of $0.09 per common share, which is payable on December 7, 2012 to shareholders of record at the close of business on November 16, 2012.”

Additional highlights for the first quarter of fiscal 2013 include:

Customers

• Notable new and existing customers placing orders with the Company in the first quarter include: Arbonne International, Brightstar Corporation, Drive Products, Kichler Lighting, Kimberly-Clark Corp., Kraft Foods, Landau Uniforms, Nebraska Furniture Mart, Orchard Brands, Parfumerie Versailles S.A. De C.V., Precision Dormer, SH Abbott Trading Co., VF Corporation, Virax, and XO Group.
• During the quarter, software license agreements were signed with customers located in the following 10 countries: Australia, Belgium, Canada, China, France, Mexico, Sweden, the Republic of Trinidad and Tobago, the United Kingdom, and the United States.
• Demand Management, a wholly-owned subsidiary of Logility, held the 2012 Demand Solutions User Conference in Washington, D.C. With double the prior year’s attendance, this year’s event was a great success and featured a keynote address from Oliver Wight partner and noted Sales & Operations Planning author George Palmatier. The 2012 conference theme DSCOVER was a tribute to the gala event held under the newly installed Space Shuttle Discovery outside Washington, D.C.
• Lifetime Brands, a designer, marketer and distributor of household products, received Manufacturing Executive magazine’s 2012 Manufacturing Leadership 100 Award for Information Leadership for gaining significant competitive and business benefits through its use of Demand Solutions^®.
• NGC Software, a wholly-owned subsidiary of the Company, announced Hardwick Clothes, the oldest privately held domestic men’s and women’s apparel company in the United States, upgraded to the latest version of NGC’s Shop Floor Control. The software will help Hardwick centralize its production control, manage raw materials, and assure quality control.
• Alberto Makali, a contemporary luxury women’s fashion brand, selected NGC Software’s Global Enterprise Suite, an integrated PLM and ERP solution, to streamline and optimize its processes as the company continues to experience tremendous growth. Alberto Makali expects to realize benefits from the software including improved information flow, reduced operating costs and the automation of several manual processes.
• NGC Software customer Excelled Sheepskin & Leather Coat Corporation completed its implementation of NGC’s Extended PLM software across the company’s brands. Excelled has seen benefits including enhanced communication and collaboration with production, faster speed to market, and improved quality control.

Company & Technology

• Logility, a wholly-owned subsidiary of the Company, was recognized by the editors of Supply & Demand Chain Executive for the 10^th year as an integral part in one of their top 100 most impactful supply chain projects of the past year. Demand Management received the award for the third year. And, for the second year, NGC Software was also selected for enabling one of the 100 most impactful supply chain projects.
• Logility was named one of 2012’s Great Supply Chain Partners by industry publication SupplyChainBrain, reflecting Logility’s significant contribution to improving its customers’ supply chains. This marks the eighth time Logility has received the award.
• Logility, Demand Management and NGC Software were all named by Inbound Logistics magazine as Top 100 Logistics IT Providers for 2012. The recognition marks the 15^th consecutive year for Logility, the second year for Demand Management and the fourth year for NGC Software. The award recognizes the top technology providers who help companies solve their logistics challenges.

About American Software, Inc.

Atlanta-based American Software (NASDAQ: AMSWA) provides demand-driven supply chain management and enterprise software solutions, backed by more than 40 years of industry experience, that drive value for companies regardless of market conditions. Logility, Inc., a wholly-owned subsidiary of American Software, is a leading provider of collaborative solutions to optimize the supply chain. Logility Voyager Solutions™ is a complete supply chain management solution suite that features a performance monitoring architecture and provides supply chain visibility; demand, inventory and replenishment planning; sales and operations planning (S&OP); supply and inventory optimization; manufacturing planning and scheduling; transportation planning and management; and warehouse management. Logility customers include Fender Musical Instruments, Hewlett-Packard, McCain Foods, Parker Hannifin, Sigma-Aldrich, Verizon Wireless, and VF Corporation. Demand Management, Inc., a wholly-owned subsidiary of Logility, delivers supply chain solutions to small and midsized manufacturers, distributors and retailers. Demand Management’s Demand Solutions^® suite is widely deployed and globally recognized for forecasting, demand planning and point-of-sale analysis. Demand Management serves customers such as Avery Dennison Corporation, Lonely Planet and Trek Bicycle. New Generation Computing^® (NGC^®), a wholly-owned subsidiary of American Software, is a leading provider of PLM, supply chain management, ERP and product testing software and services for brand owners, retailers and consumer products companies. NGC customers include A|X Armani Exchange, Aeropostale, Billabong, Carter’s, Casual Male, Hugo Boss, Jos. A. Bank, Lululemon Athletica, Marchon Eyewear, and Swatfame. For more information about American Software, please visit www.amsoftware.com, call (800) 726-2946 or email: ask@amsoftware.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to substantial risks and uncertainties. There are a number of factors that could cause actual results to differ materially from those anticipated by statements made herein. These factors include, but are not limited to, continuing U.S. and global economic uncertainty, the timing and degree of business recovery, unpredictability and the irregular pattern of future revenues, dependence on particular market segments or customers, competitive pressures, delays, product liability and warranty claims and other risks associated with new product development, undetected software errors, market acceptance of the Company’s products, technological complexity, the challenges and risks associated with integration of acquired product lines, companies and services, as well as a number of other risk factors that could affect the Company’s future performance. For further information about risks the Company could experience as well as other information, please refer to the Company's current Form 10-K and other reports and documents subsequently filed with the Securities and Exchange Commission. For more information, contact: Vincent C. Klinges, Chief Financial Officer, American Software, Inc., (404) 264-5477 or fax: (404) 237-8868.

Logility is a registered trademark and Logility Voyager Solutions is a trademark of Logility, Inc., Demand Solutions is a registered trademark of Demand Management, Inc., and NGC and New Generation Computing, Inc. are registered trademarks of New Generation Computing. Other products mentioned in this document are registered, trademarked or service marked by their respective owners.

AMERICAN SOFTWARE, INC.
Consolidated Statements of Operations Information
(In thousands, except per share data, unaudited)
			First Quarter Ended
			July 31,
			2012			2011			Pct Chg.
Revenues:
	License		$	5,082		$	6,688		(24	%)
	Services & other			12,495			9,267		35	%
	Maintenance			8,337			7,754		8	%
		Total Revenues		25,914			23,709		9	%
Cost of Revenues:
	License			1,369			1,835		(25	%)
	Services & other			8,623			6,917		25	%
	Maintenance			1,912			1,765		8	%
		Total Cost of Revenues		11,904			10,517		13	%
Gross Margin				14,010			13,192		6	%
Operating expenses:
	Research and development			2,969			2,554		16	%
	Less: capitalized development			(863	)		(604	)	43	%
	Sales and marketing			4,821			4,306		12	%
	General and administrative			3,110			3,116		0	%
	Provision for doubtful accounts			127			91		40	%
	Amortization of acquisition-related intangibles			125			135		(7	%)
		Total Operating Expenses		10,289			9,598		7	%
Operating Earnings				3,721			3,594		4	%
	Interest Income (loss) & Other, Net			273			(13	)	nm
Earnings Before Income Taxes				3,994			3,581		12	%
Income Tax Expense				1,572			1,293		22	%
Net Earnings			$	2,422		$	2,288		6	%
Earnings per common share: (1)
	Basic		$	0.09		$	0.09		0	%
	Diluted		$	0.09		$	0.09		0	%
Weighted average number of common shares outstanding:
		Basic		27,072			26,130
		Diluted		27,567			26,788

AMERICAN SOFTWARE, INC.
NON-GAAP MEASURES OF PERFORMANCE
(In thousands, except per share data, unaudited)
		First Quarter Ended
					July 31,
		2012			2011			Pct Chg.
NON-GAAP EARNINGS PER SHARE:
Net Earnings (GAAP Basis)		$	2,422		$	2,288		6	%
	Income tax expense		1,572			1,293		22	%
	Interest Income & Other, Net		(273	)		13		nm
	Amortization of intangibles		769			784		(2	%)
	Depreciation		274			310		(12	%)
EBITDA (earnings before interest, taxes, depreciation and amortization)			4,764			4,688		2	%
	Stock-based compensation		391			284		38	%
Adjusted EBITDA		$	5,155		$	4,972		4	%
EBITDA , as a percentage of revenue			18	%		20	%
Adjusted EBITDA , as a percentage of revenue			20	%		21	%
		First Quarter Ended
					July 31,
		2012			2011			Pct Chg.
NON-GAAP EARNINGS PER SHARE:
Net Earnings (GAAP Basis)		$	2,422		$	2,288		6	%
	Amortization of acquisition-related intangibles (2)		76			86		(12	%)
	Stock-based compensation (2)		237			181		31	%
Adjusted Net Earnings		$	2,735		$	2,555		7	%
Adjusted non-GAAP diluted earnings per share		$	0.10		$	0.10		0	%

(1) - Basic per share amounts are the same for Class A and Class B shares. Diluted per share amounts for Class A shares are shown above. Diluted per share for Class B shares under the two-class method are $0.09 and $0.09 for the three months ended July 31, 2012, respectively.

(2) - Tax affected using the effective tax rate for the three months period ended July 31, 2012 and 2011.

nm- not meaningful

American SOFTWARE, INC.
Consolidated Balance Sheet Information
(In thousands)
(Unaudited)
			July 31,		April 30,
			2012		2012
Cash and Short-term Investments			$	59,706	$	59,362
Accounts Receivable:
	Billed			12,793		15,205
	Unbilled			6,135		4,607
Total Accounts Receivable, net				18,928		19,812
Prepaids & Other				2,785		3,184
Deferred Tax Asset				34		34
Current Assets				81,453		82,392
Investments - Non-current				6,563		7,508
PP&E, net				4,963		4,912
Capitalized Software, net				8,029		7,791
Goodwill				12,601		12,601
Other Intangibles, net				1,118		1,263
Other Non-current Assets				86		86
Total Assets			$	114,813	$	116,553
Accounts Payable			$	1,573	$	1,042
Accrued Compensation and Related costs				2,221		5,169
Dividend Payable				2,442		2,433
Other Current Liabilities				4,658		4,198
Deferred Revenues				18,861		19,441
		Current Liabilities		29,755		32,283
Deferred Tax Liability - Long term				1,112		1,240
Shareholders' Equity				83,946		83,030
Total Liabilities & Shareholders' Equity			$	114,813	$	116,553

CONTACT:
American Software, Inc.
Vincent C. Klinges
Chief Financial Officer
404-264-5477