-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q0kxoLkDRyNDFhAV1iqqg3LkqL9EgUbV1fSdBBy8oD/XcLdBQGOjRgRBfsETK0Sn xRvJPc30b6jcOyAma3cPYw== 0000931763-98-000259.txt : 19980217 0000931763-98-000259.hdr.sgml : 19980217 ACCESSION NUMBER: 0000931763-98-000259 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NASD GROUP MEMBERS: AMERICAN SOFTWARE INC GROUP MEMBERS: JAMES C. EDENFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGILITY INC CENTRAL INDEX KEY: 0001043915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 582281338 STATE OF INCORPORATION: GA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53013 FILM NUMBER: 98533517 BUSINESS ADDRESS: STREET 1: 470 EAST PACES FERRY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4042619777 MAIL ADDRESS: STREET 1: 470 EAST PACES FERRY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SOFTWARE INC CENTRAL INDEX KEY: 0000713425 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581098795 STATE OF INCORPORATION: GA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 470 E PACES FERRY RD NE CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4042614381 MAIL ADDRESS: STREET 1: 470 EAST PACES FERRY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30305 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D ------------ UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _______)* LOGILITY, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 54140Y 10 3 (CUSIP Number) Henry B. Levi Gambrell & Stolz, L.L.P. Suite 4300, SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Telephone: 404/577-6000 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997+ ---------------------------------------------------------- Date of Event which Requires Filing of this Statement ____________________ + Reporting Persons' security beneficial ownership positions were unchanged on this date and have not changed since this date. At the time their beneficial ownership positions were acquired, the issuer had no class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. On October 10, 1997, the issuer became a reporting company under the Securities Exchange Act of 1934. If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement [ X ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. ______________________________ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 54140Y 10 3 ________________________________________________________________________________ (1) NAME OF REPORTING PERSON James C. Edenfield S.S. OR I.R.S. IDENTIFICATION NO. Not Required OF ABOVE PERSON ________________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ________________________________________________________________________________ (3) SEC USE ONLY ________________________________________________________________________________ (4) SOURCE OF FUNDS PF ________________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ________________________________________________________________________________ (7) SOLE VOTING POWER 11,300,000 NUMBER OF ___________________________ SHARES (8) SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ___________________________ EACH (9) SOLE DISPOSITIVE POWER REPORTING 11,300,000 PERSON WITH ___________________________ (10) SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,300,000 ________________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.7% ________________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN 2 CUSIP No. 54140Y 10 3 ________________________________________________________________________________ (1) NAME OF REPORTING PERSON American Software, Inc. S.S. OR I.R.S. IDENTIFICATION NO. 58-1098795 OF ABOVE PERSON ________________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ________________________________________________________________________________ (3) SEC USE ONLY ________________________________________________________________________________ (4) SOURCE OF FUNDS PF ________________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Georgia ________________________________________________________________________________ (7) SOLE VOTING POWER 11,300,000 NUMBER OF ________________________________________________________ SHARES (8) SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER REPORTING 11,300,000 PERSON WITH ________________________________________________________ (10) SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,300,000 ________________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.7% ________________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO 3 Schedule 13D of James C. Edenfield and American Software, Inc. with respect to the Common Stock of Logility, Inc. (the "Company"). ITEM 1 SECURITY AND ISSUER Title of class of securities: Common Stock, no par value per share, of ---------------------------- the Company ("Common Stock") Name and Address of the principal executives officers of issuer: --------------------------------------------------------------- James C. Edenfield, Chairman of the Board 470 East Paces Ferry Road, N.E. Atlanta, Georgia 30305 J. Michael Edenfield, Chief Executive Officer 470 East Paces Ferry Road, N.E. Atlanta, Georgia 30305 James M. Modak, Chief Financial Officer 470 East Paces Ferry Road, N.E. Atlanta, Georgia 30305 ITEM 2 IDENTITY AND BACKGROUND The following persons are filing this statement as a group, as they may be deemed to beneficially own their shares of Common Stock as a group: (a) Edenfield --------- (i) Name: James C. Edenfield (ii) Business Address: American Software, Inc. 470 East Paces Ferry Road, N.E. Atlanta, Georgia 30305 (iii) Principal Occupation or Employment: Chief Executive Officer of American Software, Inc. (iv) Criminal Convictions: None (v) Special Civil Proceedings: None (vi) Citizenship: United States of America (b) American Software, Inc. ----------------------- (i) Name: American Software, Inc. (ii) State of Incorporation: Georgia (iii) Principal Business: Computer software licensing and services (iv) Principal Business and Office Address: 470 East Paces Ferry Road, N.E. Atlanta, Georgia 30305 (v) Criminal Convictions: None (vi) Special Civil Proceedings: None ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Edenfield's beneficial ownership of Common Stock is based solely upon his ownership of common stock of American Software common stock ("ASI Stock"). He acquired all of his ASI Stock in 1971 and paid an aggregate of less than $250 for those shares, utilizing personal funds. 4 American Software, Inc. formed the Company as a wholly owned subsidiary in 1996 and capitalized the Company, prior to its initial public offering, by the transfer of certain corporate assets to the Company. The approximate value of such assets at the time of such public offering was $10,035,000. No portion of such funding was derived from borrowing. ITEM 4 PURPOSE OF TRANSACTION American Software, Inc. acquired its Common Stock in capitalizing and starting up the business of the Company. Mr. Edenfield's beneficial ownership of Common Stock is derivative only, and he made no actual purchase of Common Stock. None of these persons has any present plans or proposals that relate to or would result in any of the results or events described in subitems (i) through (j) of this Item. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) (i) Amount and Percentage Beneficially owned by Reporting Persons: Number of Shares Percentage Name Beneficially Owned of Class(1) ---- ------------------ ------------ James C. Edenfield 11,300,000 81.7% American Software, Inc. 11,300,000 81.7% ----------------------- (1) Based on 13,830,000 shares of Common Stock outstanding. (ii) Amount and Percentage Beneficially Owned by Group: Mr. Edenfield and American Software, Inc. may be deemed to be beneficial owners of the same shares of Common Stock: 11,300,000 shares, constituting 81.7% of the outstanding Common Stock. (b) Number of shares as to which such person has: (i) sole power to vote: Name Shares ---- ------ James C. Edenfield 11,300,000 American Software, Inc. 11,300,000 Group 11,300,000 (ii) shared power to vote or to direct the vote: Name Shares ---- ------ James C. Edenfield -0- American Software, Inc. -0- Group -0- (iii) sole power to dispose or to direct the disposition of: Name Shares ---- ------ James C. Edenfield 11,300,000 American Software, Inc. 11,300,000 Group 11,300,000 5 (iv) shared power to dispose or to direct the disposition of: Name Shares ---- ------ James C. Edenfield -0- American Software, Inc. -0- Group -0- American Software Inc. holds of record and thereby beneficially owns, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the foregoing Common Shares. Mr. Edenfield owns 0.4% of the outstanding Class A Common Stock and 53.6% of the outstanding Class B Common Stock of American Software Inc. Under the Articles of Incorporation of American Software, Inc., the holders of Class B Common Stock, as a class, have the right to elect a majority of the board of directors of American Software, Inc. Accordingly, James C. Edenfield may be deemed to have both voting power and dispositive power with respect to, and thus beneficial ownership of, the Common Stock of the Company held by American Software, Inc. (c) Transactions in past 60 days: None. (d) Rights to receive or direct dividends or proceeds held by third parties: None. (e) Date ceased to be 5% beneficial owner: Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. American Software, Inc. and the Company have entered into a Stock Option Agreement pursuant to which American Software, Inc. has the right to maintain at least an 80% ownership position in the Company's Common Stock. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS. The Stock Option Agreement between American Software, Inc. and the Company, referenced in Item 6, is included as Exhibit 10.8 to the Company's Registration Statement on Form S-1, Registration No. 333-33385, and is hereby incorporated herein by this reference thereto. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: February 9, 1998 /s/ James C. Edenfield James C. Edenfield AMERICAN SOFTWARE, INC. February 9, 1998 By:/s/ James C. Edenfield James C. Edenfield, President 6 -----END PRIVACY-ENHANCED MESSAGE-----