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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 30, 2004
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 File (IRS Employer
of incorporation) 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 30, 2004, Logility, Inc. ("Logility"), which is an 87% owned
subsidiary of the registrant, and Demand Management, Inc. ("DMI"), a
privately-held St. Louis-based provider of supply chain planning systems
marketed under the Demand Solutions(R) brand, executed an Asset Purchase
Agreement providing for Logility's acquisition of substantially all of the
assets of DMI, including its distribution channel, for $9.5 million in cash. The
acquisition was closed on that same date. Logility will operate the business of
Demand Management as a wholly-owned subsidiary of Logility under the name Demand
Management, Inc. The text of the press release announcing this transaction,
dated October 1, 2004, is filed as Exhibit 99.1 to this Form 8-K.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.01 above.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The financial statements of the acquired business will be filed
within 71 days after the last date that this Report must be filed
with the Securities and Exchange Commission.
(b) Pro forma financial information.
The financial statements of the acquired business will be filed
within 71 days after the last date that this Report must be filed
with the Securities and Exchange Commission.
(c) Exhibits.
The following Exhibits are filed as part of this report:
Exhibit No. Description
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99.1 Press Release of Logility, Inc., dated October 1,
2004.
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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: October 1, 2004 By: /s/ Vincent C. Klinges
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Vincent C. Klinges
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Logility, Inc., dated October 1, 2004.
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