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 19, 2023
 
AMERICAN SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
 
Commission File Number 000-12456
 
Georgia
58-1098795
(State or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification No.)
 
470 East Paces Ferry Road, NE, Atlanta, Georgia 30305
(Address of principal executive offices)
 
(404) 261-4381
Registrant's telephone number, including area code
 
Not Applicable
(Former Name or former address, if changed since last report)

 
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:
 
☐
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))

Securities registered pursuant to
Section 12(b) of the Act:

Title of each class
 Trading Symbol
 Name of each exchange on which registered
Common Stock
 AMSWA
 NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
☐
Emerging Growth Company
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
ITEM 7.01
REGULATION FD DISCLOSURE

On September 19, 2023, American Software, Inc. (the “Company”) issued a press release announcing the sale of its wholly-owned subsidiary The Proven Method, Inc., an IT staffing and consulting services business, to Marathon TS, Inc., an IT professional services firm for approximately $2,100,000.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
 
The information in this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any previous or future filings by the Company under the Exchange Act or the Securities Act of 1933, as amended.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) 
Exhibits. 

Exhibit
 
Number
Description
 
 
99.1
Press Release of American Software, Inc., dated September 19, 2023.
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 hereunto duly authorized.
 

Date: September 19, 2023 
AMERICAN SOFTWARE, INC. 
 
 
 
(Registrant)
 
 
 
 
 
By: /s/   Vincent C. Klinges           
 
Name:   Vincent C. Klinges
 
Title:     Chief Financial Officer



EXHIBIT INDEX




Exhibit 99.1


American Software, Inc. Announces Divestment of The Proven Method Business Unit

Divestment aligns with American Software’s commitment to AI-first supply chain technology solutions.

ATLANTA--(BUSINESS WIRE)--September 19, 2023--American Software, Inc. (NASDAQ: AMSWA), a leading provider of innovative AI-powered supply chain management and advanced retail planning platforms, announced today that they signed an agreement for the sale of their information technology consulting firm, The Proven Method to Marathon TS, Inc., an IT professional services firm. This sale closed on September 18, 2023.

American Software divested The Proven Method to focus on their core supply chain planning business allowing Logility, the operating entity of American Software, to continue to expand its AI-first supply chain management platform. Designed for speed and agility, Logility’s (SaaS) cloud-based platform provides a unique blend of Generative AI, advanced AI-driven algorithms, machine learning, and predictive analytics to help deliver integrated planning and operations across the end-to-end supply chain.

“Supply chain planning is entering a significant transformation with advancements in technology, generational shifts of the workforce, and the significant speed of market changes and disruptions,” said Allan Dow, CEO American Software. "This divestment optimally positions us to concentrate on delivering modern, breakthrough technology to the supply chain industry.”

About American Software

Atlanta-based American Software, Inc. (NASDAQ: AMSWA), through its operating entity Logility, delivers prescriptive demand, inventory, manufacturing, and supply planning tools – helping to provide executives the confidence and control to increase margins and service levels, while delivering sustainable supply chains.

Serving clients such as Big Lots, Carter’s, Destination XL, Hostess, Husqvarna Group, Jockey International, Johnson Controls, Parker Hannifin, Red Wing Shoe Company, Spanx, Dole Fresh Vegetables, Inc., and Fender Musical Instrument Co, our solutions are marketed and sold through a direct sales team as well as an independent global value-added reseller distribution network.

Logility is the only supply chain planning platform leveraging Generative AI, advanced AI-driven algorithms, and machine learning. Our engineered approach drives team alignment for over 800 customers in 80 countries with prioritized, value-focused outcomes. For more information about Logility, please visit www.logility.com. Logility is a wholly-owned subsidiary and operating entity of American Software, Inc. (NASDAQ: AMSWA). You can learn more about American Software at www.amsoftware.com or by calling (404) 364-7615 or email kliu@amsoftware.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to substantial risks and uncertainties. References below to the company means Logility, Inc. There are a number of factors that could cause actual results or performance to differ materially from what is anticipated by statements made herein. These factors include, but are not limited to, continuing U.S. and global economic uncertainty and the timing and degree of business recovery; the irregular pattern of the Company’s revenues; dependence on particular market segments or clients; competitive pressures; market acceptance of the Company’s products and services; technological complexity; undetected software errors; potential product liability or warranty claims; risks associated with new product development; the challenges and risks associated with integration of acquired product lines, companies and services; uncertainty about the viability and effectiveness of strategic alliances; American Software, Inc.’s ability to satisfy in a timely manner all Securities and Exchange Commission (SEC) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; as well as a number of other risk factors that could affect the Company’s future performance. For further information about risks the Company and American Software could experience as well as other information, please refer to American Software, Inc.’s current Form 10-K and other reports and documents subsequently filed with the SEC. For more information, contact: Kevin Liu, American Software, Inc., (626) 657-0013 or email kliu@amsoftware.com.

Contacts

Investor Contact:
Kevin Liu
kliu@amsoftware.com
(626) 424-1535

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Document and Entity Information
Sep. 19, 2023
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Document Period End Date Sep. 19, 2023
Entity Registrant Name AMERICAN SOFTWARE, INC.
Entity Incorporation, State or Country Code GA
Entity File Number 000-12456
Entity Tax Identification Number 58-1098795
Entity Address, Address Line One 470 East Paces Ferry Road, NE
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30305
City Area Code 404
Local Phone Number 261-4381
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Entity Central Index Key 0000713425
Title of 12(b) Security Common Stock
Trading Symbol AMSWA
Security Exchange Name NASDAQ
American Software (NASDAQ:AMSWA)
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