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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) September 21, 2005
AMERICAN SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-12456 58-1098795
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
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(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))
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SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On September 16, 2005, American Software, Inc. (the "Company") received a notice
from the staff of The Nasdaq Stock Market due to the Company's failure to timely
file its Quarterly Report on Form 10-Q for the fiscal year ended April 30, 2005,
as required by Nasdaq Marketplace Rule 4310(c)(14). The notice stated that this
failure to file is an additional basis for delisting the Company's securities
from The Nasdaq Stock Market, and follows a similar notice on July 14, 2005
relating to the Company's failure to file its Annual Report on Form 10-K on a
timely basis at that time. Following the July 14 notice, the Company appealed
the delisting letter to a Nasdaq Listing Qualifications Panel, seeking an
extension of time to file.
In an August 30, 2005 press release, the Company announced that a Nasdaq Listing
Qualifications Panel had granted the Company's request for an extension of time,
to October 14, 2005, for filing its fiscal 2005 Form 10-K and amended Form 10-Q
for its third fiscal quarter of fiscal 2005. It is the intention of the Company
to remedy the issues raised in the Nasdaq notices by completing these filings
within the extended filing period. Specifically, the Company estimated in its
August 30 press release, and continues to believe, that it will file its annual
report on Form 10-K, along with the amended third quarter Form 10-Q, on or
before October 14, 2005. The Company further intends to file, and expects that
it will file, its Form 10-Q for the first quarter of fiscal 2006 by that date.
The Company can provide no assurance, however, that it will be able to meet the
October 14, 2005 deadline for these filings.
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
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99.1 Press Release of American Software, Inc. dated September 21,
2005.
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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: September 21, 2005 By: /s/ VINCENT C. KLINGES
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Vincent C. Klinges
Chief Financial Officer
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