UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to Form 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2008
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-12456
AMERICAN SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
| Georgia |
58-1098795 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) | |
| 470 East Paces Ferry Road, N.E., Atlanta, Georgia |
30305 | |
| (Address of principal executive offices) |
(Zip Code) | |
(404) 261-4381
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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.
| Large accelerated filer ¨ |
Accelerated filer x | |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Classes | Outstanding at December 9, 2008 | |
| Class A Common Stock, $.10 par value |
22,428,438 Shares | |
| Class B Common Stock, $.10 par value |
2,886,586 Shares |
Form 10-Q/A
Quarter ended October 31, 2008
Index
| Page No. | ||
| Part II - Other Information |
||
| Item 6. Exhibits | 4 | |
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Explanatory Note
We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the six months ended October 31, 2008 for the purpose of amending the number of Class A Common Shares reported on the cover page of our Form 10-Q as outstanding on December 9, 2008. We have determined that the previously reported amount of 22,519,121 was inadvertently misstated. The correct amount outstanding as of that date is 22,428,438. This correction did not have an impact on our financial statements for any period presented.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 1 contains only the sections and exhibits to the Form 10-Q that are being amended. The sections of and exhibits to the Form 10-Q as originally filed which are not included herein are unchanged and continue in full force and effect as originally filed. This Amendment No. 1 speaks as of the date of the original filing of the Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.
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PART II—OTHER INFORMATION
Item 6. Exhibits
Exhibits 31.1-31.2. Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32.1. Section 906 Certifications
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 thereunto duly authorized.
| AMERICAN SOFTWARE, INC. | ||||
| Date: December 16, 2008 |
By: | /s/ James C. Edenfield | ||
| James C. Edenfield | ||||
| President, Chief Executive Officer and Treasurer | ||||
| Date: December 16, 2008 |
By: | /s/ Vincent C. Klinges | ||
| Vincent C. Klinges | ||||
| Chief Financial Officer | ||||
| Date: December 16, 2008 |
By: | /s/ Herman L. Moncrief | ||
| Herman L. Moncrief | ||||
| Controller and Principal Accounting Officer | ||||
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