AMERICAN SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter)

Transcription

1 As filed with the Securities and Exchange Commission on Registration No UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 470 East Paces Ferry Road, N.E. Atlanta, Georgia (Address and Zip Code of Principal Executive Offices) AMERICAN SOFTWARE, INC EQUITY COMPENSATION PLAN (Full title of the Plan) Sam D. Chafetz, Esq. Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. First Tennessee Building 165 Madison Avenue Suite 2000 Memphis, Tennessee (901) (Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service) Copies to: J. Michael Edenfield and Vincent C. Klinges American Software, Inc. 470 East Paces Ferry Road, N.E. Atlanta, Georgia (I.R.S. Employer Identification No.) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

2 Title of Securities to be Registered CALCULATION OF REGISTRATION FEE Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(3) Amount of Registration Fee Class A Common Shares, Par Value $.10 1,000,000(4) $11.15 $11,150,000 $1, Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), this registration statement on Form S-8 shall also cover an indeterminate number of shares of Class A Common Stock that may be offered or issued under the American Software, Inc Equity Compensation Plan (as amended, the 2011 Plan ), by reason of stock splits, stock dividends or similar transaction. 2. Based upon the average of the high and low prices of the Class A Common Shares reported on the Nasdaq Global Select Market on August 24, Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h). 4. Represents an additional 1,000,000 shares of Class A Common Stock issuable under the 2011 Plan.

3 INTRODUCTION This Registration Statement on Form S-8 is filed by American Software, Inc., a Georgia corporation (the Registrant ), and relates to an additional 1,000,000 shares of Class A common stock, Par Value $.10, of the Registrant issuable under the American Software, Inc Equity Compensation Plan (as amended, the 2011 Plan ). STATEMENT PURSUANT TO GENERAL INSTRUCTION E In accordance with General Instruction E to Form S-8, the contents of the Registration Statements filed by the Registrant with the Securities and Exchange Commission (File No , and ) with respect to securities offered pursuant to the 2011 Plan are hereby incorporated by reference herein, except for Item 8 of Part II, which is revised as set forth below. Item 8. Exhibits. The exhibits listed in the Exhibit Index that immediately follows the signature page to this Registration Statement are incorporated by reference herein.

4 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia, on. AMERICAN SOFTWARE, INC. By: /s/ J. Michael Edenfield J. Michael Edenfield, President Chief Executive Officer and Chief Operating Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Michael Edenfield and Vincent C. Klinges, or either of them, his attorney-in-fact, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Capacity Date /s/ J. Michael Edenfield J. Michael Edenfield President, Chief Executive Officer (Principal Executive Officer), Chief Operating Officer and Director /s/ James C. Edenfield James C. Edenfield /s/ W. Dennis Hogue W. Dennis Hogue /s/ James B. Miller, Jr. James B. Miller, Jr. /s/ Thomas L. Newberry, V Thomas L. Newberry, V Director Director Director Director /s/ Vincent C. Klinges Vincent C. Klinges /s/ Bryan Sell Bryan Sell Chief Financial Officer (Principal Financial Officer) Controller (Principal Accounting Officer)

5 EXHIBIT INDEX Exhibit No. Description of Exhibits 4.1 American Software, Inc Equity Compensation Plan, as amended (incorporated by reference to Appendix A to the Registrant s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 27, 2016) 5.1* Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, regarding legality 23.1* Consent of KPMG LLP, independent registered public accounting firm 23.2* Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1) 24.1* Power of attorney (included on signature page) * Filed herewith

6 Exhibit MADISON AVENUE SUITE 2000 MEMPHIS, TENNESSEE PHONE: FAX: Board of Directors American Software, Inc. 470 East Paces Ferry Road, N.E. Atlanta, Georgia Gentlemen: We have acted as counsel to American Software, Inc., a Georgia corporation (the Company ), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission ) of the Company s registration statement on Form S-8 (the Registration Statement ) under the Securities Act of 1933, as amended (the Securities Act ), on or about the date hereof relating to an additional 1,000,000 shares of Class A common stock, $0.10 par value, of the Company (the Shares ), which are issuable under the American Software, Inc Equity Compensation Plan (as amended, the 2011 Plan ). We understand that as of the date of this opinion the aggregate number of Shares that may be issued after the date hereof pursuant to options granted under the 2011 Plan is 1,591,643. 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. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon representations of officers of the Company and have not sought to independently verify such matters. 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) The Shares that may be issued and sold from time to time in accordance with the 2011 Plan will, when issued, sold and paid for in accordance with the 2011 Plan, be validly issued, fully paid and non-assessable. The opinions provided above are, with your concurrence, subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors (including, without limitation, the effect of statutory or other laws regarding preferential transferees); (ii) the effect of general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) the unenforceability of any provision requiring the payment of attorneys fees, where such payment is contrary to law or public policy.

7 Board of Directors Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions expressed herein are limited to, the laws of the State of Georgia. We express no opinion with respect to the laws of any other jurisdiction. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm included therein. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. Very truly yours, BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. By: /s/ Sam D. Chafetz Sam D. Chafetz, Authorized Representative

8 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors American Software, Inc.: We consent to the use of our reports dated July 14, 2016, with respect to the consolidated balance sheets of American Software, Inc. and subsidiaries (the Company ) as of April 30, 2016 and 2015, and the related consolidated statements of operations, shareholders equity and cash flows for each of the years in the three-year period ended April 30, 2016, and related financial statement schedule, and the effectiveness of the internal control over financial reporting as of April 30, 2016, incorporated herein by reference. /s/ KPMG LLP Atlanta, Georgia