-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FBZEnkrVyV8AQ9qrkLPLpa0Npk9tPoKcsN3WJpLZo5+g3MaxMwWFsrJWRE5FbrN+ b0ZgiVnL+OI4/Adu2Hp5cQ== 0001193125-09-134262.txt : 20090622 0001193125-09-134262.hdr.sgml : 20090622 20090619180631 ACCESSION NUMBER: 0001193125-09-134262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090619 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090619 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12456 FILM NUMBER: 09902183 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 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 19, 2009

 

 

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:

 

¨ 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))

 

 

 


Item 8.01. Other Events.

On June 19, 2009, American Software, Inc. (the “Company”) issued a press release announcing that it is extending the expiration date for its previously announced cash tender offer for all of the outstanding common stock of Logility, Inc. not currently owned by American Software. The “Expiration Date,” as set forth in the Company’s Offer to Purchase dated May 22, 2009, and the related Letter of Transmittal (together, and as amended or supplemented by the information set forth in the press release, the “Offer Documents”), is being extended to Midnight New York City time, on Thursday, June 25, 2009 (the “New Expiration Date”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

99.1 Press Release issued June 19, 2009 announcing the extension of the expiration for its previously announced cash tender offer for all of the outstanding common stock of Logility, Inc. not currently owned by American Software, Inc.

 

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SIGNATURES

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.
Dated: June 19, 2009     By:  

/s/    James R. McGuone

    Name:   James R. McGuone
    Title:   Vice President and General Counsel

 

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EX-99.1 2 dex991.htm PRESS RELEASE DATED JUNE 19, 2009 Press Release dated June 19, 2009

Exhibit 99.1

FOR IMMEDIATE RELEASE

Financial Information Press Contact:

Vincent C. Klinges

Chief Financial Officer

American Software, Inc.

(404) 264 – 5477

American Software Announces Extension of Tender Offer by

Three Days to Midnight on June 25, 2009

Atlanta (June 19, 2009) American Software, Inc. (NASDAQ: AMSWA) today announced that it has extended the expiration date of its tender offer to acquire all of the outstanding common stock of Logility, Inc. (NASDAQ: LGTY) not currently owned by American Software. The offer, which was scheduled to expire at Midnight New York City time, on Monday, June 22, 2009, has been extended until Midnight New York City time, on Thursday, June 25, 2009. The offer is being extended in order to provide shareholders additional time to review disclosure updates being filed with the Securities and Exchange Commission on June 19, 2009, in response to comments received from the Securities and Exchange Commission.

At the time of this press release, approximately 685,000 shares of Logility common stock have been tendered and not withdrawn in the tender offer, and 374,000 shares have been tendered conditionally upon exercise of Logility stock options.

This press release is for informational purposes only. The terms and conditions of the Tender Offer, as extended, are set forth in American Software’s Offer to Purchase dated May 22, 2009, as amended, and the related Letter of Transmittal.

About American Software

Headquartered in Atlanta, American Software develops, markets and supports one of the industry’s most comprehensive offerings of integrated business applications, including supply chain management, Internet commerce, financial, warehouse management and manufacturing packages. e-Intelliprise™ is an ERP/supply chain management suite, which leverages Internet connectivity and includes multiple manufacturing methodologies. New Generation Computing Inc. (NGC), a wholly-owned subsidiary of American Software, is a global software company that has 25 years of experience developing and marketing business applications for apparel manufacturers, brand managers, retailers and importers. Headquartered in Miami, NGC’s worldwide customers include Dick’s Sporting Goods, Wilsons Leather, Kellwood, Hugo Boss, Russell Corp., Ralph Lauren Childrenswear, Haggar Clothing Company, Maidenform, William Carter and VF Corporation. For more information about American Software, visit www.amsoftware.com or contact: Vincent C. Klinges, Chief Financial Officer, American Software, Inc., (404) 264-5477 or fax: (404) 237-8868.


About Logility

Logility is a leading provider of collaborative supply chain solutions that help small, medium, large and Fortune 1000 companies realize substantial bottom-line results in record time. Logility serves such customers as Arch Chemicals, Avery Dennison Corporation, BP (British Petroleum), Leviton Manufacturing Company, McCain Foods, Pernod-Ricard, Sigma Aldrich and VF Corporation. American Software currently owns approximately 88% of the outstanding common stock of Logility.

Cautionary Statements

There are a number of factors that could cause American Software to modify, delay, or suspend its tender offer for shares of Logility, including the following: changes in Logility’s stock price, changes in Logility’s operating results, general market conditions, changes in general economic conditions, including economic conditions within the e-commerce markets, new competition, and tax or regulatory requirements. Certain of these risk factors and other considerations are detailed in American Software’s Form 10-K for the year ended April 30, 2008 and other reports and documents subsequently filed with the Securities and Exchange Commission.

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

 

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