Post Effective Amendment #1
As filed on December 18, 2002
Registration No. 333-44744
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.
(Exact name of issuer as
specified in its charter)
| Georgia (State or other
jurisdiction of incorporation or organization) |
|
58-1098795 (I.R.S.
Employer Identification No.) |
470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305
(Address of Principal Executive Offices)
AMERICAN SOFTWARE, INC. INCENTIVE STOCK OPTION PLAN,
1991 EMPLOYEE STOCK OPTION PLAN, DIRECTORS AND OFFICERS STOCK OPTION PLAN AND 2001 STOCK OPTION PLAN
(Full title of the plans)
| Agent for Service: |
|
With Copies to: |
| Henry B. Levi, Esq. Gambrell
& Stolz, L.L.P. Suite 4300, SunTrust Plaza 303 Peachtree
Street, N.E. Atlanta, Georgia 30308 Telephone number of Agent for Service: (404) 577-6000 |
|
James C. Edenfield and Vincent C.
Klinges American Software, Inc. 470 East Paces Ferry Road,
N.E. Atlanta, Georgia 30305 |
BACKGROUND
On August 29, 2000, the Issuer filed with the Commission Registration Statement No. 333-44744 on Form S-8 in order to register 5,833,583 Class A Common Shares
for issuance pursuant to the Issuer’s Incentive Stock Option Plan, 1991 Employee Stock Option Plan, Directors and Officers Stock Option Plan and 2001 Stock Option Plan. Under those plans, 110,463 shares were issued under that Registration
Statement pursuant to exercise of options during the period August 29, 2000 through August 21, 2002, leaving 5,723,120 registered shares unissued.
A new Registration Statement on Form S-8, Registration No. 333-98513, was filed on August 22, 2002, registering 5,787,591 Class A Common Shares under the Issuer’s 1991 Employee Stock Option Plan, Directors and Officers Stock
Option Plan and 2001 Stock Option Plan (the “Plans”). The new Registration Statement was and is intended to replace Registration Statement No. 333-44744. The new Registration Statement applies to all shares issued pursuant to options
exercised under the Plans on or after August 23, 2002.
DEREGISTRATION
Based upon the foregoing, and pursuant to the undertaking in Registration Statement No. 333-44744, the Issuer hereby deregisters the 5,723,120 Class A
Common Shares heretofore registered and not sold pursuant to Registration Statement No. 333-44744.
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SIGNATURES
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 November 13, 2002.
| 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 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
James C. Edenfield |
|
President, Chief Executive Officer (Principal Executive Officer) and Director |
|
November 13, 2002 |
| |
|
|
|
|
| |
| /s/ Thomas L. Newberry
Thomas L. Newberry |
|
Chairman of the Board of Directors |
|
November 22, 2002 |
| |
|
|
|
|
| |
| /s/ J. Michael Edenfield
J. Michael Edenfield |
|
Director |
|
November 13, 2002 |
| |
|
|
|
|
| |
| /s/ David H. Gambrell
David H. Gambrell |
|
Director |
|
November 13, 2002 |
| |
|
|
|
|
| |
| /s/ Dennis Hogue
Dennis Hogue |
|
Director |
|
November 17, 2002 |
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| |
| /s/ John J. Jarvis
John J. Jarvis |
|
Director |
|
November 25, 2002 |
| |
| /s/ James B. Miller, Jr.
James B. Miller, Jr. |
|
Director |
|
November 14, 2002 |
| |
| /s/ Thomas L. Newberry, V
Thomas L. Newberry, V |
|
Director |
|
November 20, 2002 |
| |
| /s/ Vincent C. Klinges
Vincent C. Klinges |
|
Chief Financial Officer |
|
November 13, 2002 |
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