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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 1, 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 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 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On August 31, 2005, the Audit Committee of the Company's Board of
Directors, upon the recommendation of management, has concluded that there was
an error in accounting for income taxes related to the Company's income tax
provision calculation and its effect on the three and nine month periods ended
January 31, 2005. As a result, the Audit Committee concluded that the previously
issued consolidated financial statements of the Company for the three and nine
month periods ended January 31, 2005 should not be relied upon because of errors
in those consolidated financial statements. Such errors are not expected to
impact the Company's cash flows for the periods in which the errors occurred.
In an amended Form 10-Q for the quarter ended January 31, 2005, the
Company will restate the amounts previously reported relating to income taxes,
as well as the after-tax earnings and earnings per share in its Consolidated
Statement of Operations for the three and nine month periods ended January 31,
2005. The Company estimates that correcting errors in accounting for income
taxes will require it to record an income tax expense for both the three and
nine month periods ended January 31, 2005 of approximately $1.4 million,
compared to an income tax expense of $286,000 previously reported for both
periods. A change in income tax expense as described above will result in a
reduction in the announced after-tax earnings and earnings per share for the
three-month period ended January 31, 2005 from $1.1 million or $0.04 earnings
per share to approximately $20,000 or approximately zero earnings per share, and
for the nine-month period a reduction from $3.8 million or $0.15 earnings per
share to approximately $2.7 million or approximately $0.11 earnings per share.
These amounts are subject to change as the Company's review and the audit of the
Company's financial statements for the fiscal year ended April 30, 2005 is not
yet complete. While our continuing review is not yet complete, it has progressed
sufficiently to allow us now to announce that we expect to restate and amend our
financial statements for the above periods.
Under Sarbanes Oxley 404, this will result in a material weakness in
control over reporting for income taxes.
We and our Audit Committee have discussed the matters disclosed in this
report with KPMG, LLP, the Company's independent registered public accounting
firm.
Incorporated by reference is a related press release issued by the
Registrant on September 1, 2005. A copy of the press release is attached hereto
as Exhibit 99.1.
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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 1, 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 1, 2005 By: /s/ VINCENT C. KLINGES
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Vincent C. Klinges
Chief Financial Officer
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