-----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, DnLEYIXoOrjquIgDsvfhMgLOU0YyHlbWjYBHgMkX4SoQBHI5l86JnR+KYcR8QfU+ JOejYNSZ0de0Y1zdQGpbaA== 0000950109-98-003894.txt : 19980720 0000950109-98-003894.hdr.sgml : 19980720 ACCESSION NUMBER: 0000950109-98-003894 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980714 SROS: NASD FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 000-12456 FILM NUMBER: 98666076 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 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 33-55214 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: AMERICAN SOFTWARE, INC. 401(k)/PROFIT SHARING PLAN 470 EAST PACES FERRY ROAD, N.E. ATLANTA, GEORGIA 30305 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: AMERICAN SOFTWARE, INC. 470 EAST PACES FERRY ROAD, N.E. ATLANTA, GEORGIA 30305 REQUIRED INFORMATION Financial Statements: 1. Not required. 2. Not required. 3. Not required. 4. ERISA financial statements for the Plan year ended December 31, 1997 are attached as Exhibit 99.1 to this Report and incorporated herein by this reference. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act -------- of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN SOFTWARE, INC. 401(k)/PROFIT SHARING PLAN Date: July 11, 1998 By: /s/ Vincent C. Klinges ----------------------------------------------- Name and Title: Vincent C. Klinges, Vice President Finance ----------------------------------------------- EXHIBIT INDEX DESCRIPTION PAGE NUMBER ----------- ----------- 23.1 Consent of Independent Auditors' 3 99.1 Annual Financial Statements of American Software, Inc. 401(k)/Profit Sharing Plan for year ended December 31, 1997 4 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS' The Board of Directors American Software, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of American Software, Inc. of our report dated July 8, 1998, relating to the statements of net assets available for plan benefits of American Software, Inc. 401(k) Profit Sharing Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for the year ended December 31, 1997 and 1996, and supplementary schedules, which report appears in the December 31, 1997 annual report on Form 11-K of American Software, Inc. /s/ KPMG Peat Marwick LLP ---------------------------- KPMG PEAT MARWICK LLP Atlanta, Georgia July 13, 1998 -3- EX-99.1 3 ANNUAL FINANCIAL STATEMENTS FOR 401(K) EXHIBIT 99.1 AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Financial Statements and Supplementary Schedules December 31, 1997 and 1996 With Independent Auditors' Report Thereon -4- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Table of Contents ----------------- Independent Auditors' Report Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 Statements of Changes in Net Assets Available for Plan Benefits - Years ended December 31, 1997 and 1996 Notes to Financial Statements Schedules --------- Schedule 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 1 Schedule 27d - Schedule of Reportable Transactions - Year ended December 31, 1997 2 INDEPENDENT AUDITORS' REPORT The Plan Administrator and Trustee American Software, Inc. 401(k) Profit Sharing Plan: We have audited the accompanying statements of net assets available for plan benefits of American Software, Inc. 401(k) Profit Sharing Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1997, and of reportable transactions for the year ended December 31, 1997, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. July 8, 1998 AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Statements of Net Assets Available for Plan Benefits December 31, 1997 and 1996 Assets 1997 1996 ------ ------------ ---------- Investments, at fair value: American Software, Inc. common stock $ 324,707 256,398 Mutual funds (note 3) 24,194,689 19,370,763 Loans to participants 314,542 314,014 ----------- ---------- Total investments 24,833,938 19,941,175 Employee contributions receivable 257,574 128,686 ----------- ---------- Total assets 25,091,512 20,069,861 Liabilities ----------- Refundable excess contributions payable (14,826) -- ----------- ---------- Net assets available for plan benefits $25,076,686 20,069,861 =========== ========== See accompanying notes to financial statements. -2- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1997 and 1996
1997 1996 ----------- ---------- Additions to net assets attributed to: Employee contributions $ 2,153,258 2,119,968 Rollovers 180,495 131,948 Interest and dividends 1,613,402 1,655,223 Interest on loans to participants 31,566 23,460 Net appreciation in fair value of investments (note 6) 2,418,096 464,258 ----------- ---------- Total additions 6,396,817 4,394,857 ----------- ---------- Deductions from net assets attributed to: Benefits paid to participants 1,386,619 1,481,796 Administrative expenses 3,373 3,952 ----------- ---------- Total deductions 1,389,992 1,485,748 ----------- ---------- Net change 5,006,825 2,909,109 Net assets available for plan benefits at beginning of year 20,069,861 17,160,752 ----------- ---------- Net assets available for plan benefits at end of year $25,076,686 20,069,861 =========== ==========
See accompanying notes to financial statements. -3- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Notes to Financial Statements December 31, 1997 and 1996 (1) The Plan -------- The following description of the American Software, Inc. 401(k) Profit Sharing Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement, as restated and amended, for a more complete description of the Plan's provisions. The Company intends to continue the Plan but reserves the right to amend, modify, or restate the Plan from time to time and to suspend, terminate, or discontinue contributions under the Plan. If the Plan is terminated, benefits will be distributed in accordance with provisions of the Plan. (a) General ------- The Plan is a defined contribution plan covering all full-time employees of American Software, Inc. and its subsidiaries (the "Company"). In December 1997, the Plan was amended by changing the service requirement from one year of service to no service requirement. It is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The purpose of the Plan is to provide eligible employees of the Company a qualified retirement plan which meets the requirements of Section 401(k) of the Internal Revenue Code with respect to which contributions will be excluded from the employee's income. (b) Contributions ------------- Participants may elect to defer 1% to 15% of their annual compensation (subject to the limitations of Section 401(k) of the Internal Revenue Code). The Company's profit sharing contribution to the Plan is determined at the discretion of the Board of Directors. In no event shall the annual contributions (i.e., participant and Company contributions) made with respect to a participant under all defined contribution plans maintained by the Company, together with forfeitures allocated to that participant, exceed the lesser of $30,000 or 25% of annual compensation. (c) Participant Rollovers --------------------- Employees are allowed, under the provisions of the Plan, to transfer to the Plan account balances from other eligible retirement plans with the consent of the plan administrator and provided that the transfer will not jeopardize the tax-exempt status of the Plan. (d) Participant Accounts -------------------- Each participant's account is credited with the participant's contribution, if any, and an allocation of (a) the Company's contribution, if any, and (b) Plan earnings (loss). Allocations are based on participant earnings or account balances, as defined. Forfeitures of terminated participants' nonvested accounts are retained in the Plan and approximated $7,900 and $6,300 as of December 31, 1997 and 1996, respectively. These forfeitures are used to reduce future Company contributions. -4- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Notes to Financial Statements Participant contributions may be invested in one or more of the investment options available under the Plan. Current investment options of the Plan are referred to as the following Fidelity funds: Fidelity Fund, Magellan Fund, Intermediate Bond Fund, OTC Portfolio, Overseas Fund, Capital Appreciation Fund, Blue Chip Growth Fund, Asset Manager Portfolio, Global Bond Fund, and Retirement Government Money Market Portfolio. All funds are publicly traded mutual funds. During December 1997, the following additional funds became investment options: INVESCO High Yield Fund, Morgan Stanley Emerging Market Portfolio, Fidelity Contrafund, Fidelity Real Estate Investment Trust, Fidelity Balanced Fund, Fidelity Small Cap Stock Fund, Fidelity Europe Capital Appreciation Fund, Fidelity Latin American Fund, Fidelity Japan Fund, and Fidelity Southeast Asia Fund. (e) Vesting ------- Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. Participants vest 20% per year after years two, three, four, and five and are 100% vested after six years of credited service. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their accounts. (f) Payment of Benefits ------------------- Upon termination of service, retirement, or reaching age 59-1/2, a participant may elect to receive either a lump-sum amount equal to the value of his or her account or a series of approximately equal installments for a specified period of time not exceeding the participant's life expectancy if the account exceeds $3,500. The Plan also provides for death benefits to the participant's beneficiary equal to the amount in the participant's account and disability benefits to the participant equal to the amount in the participant's account if the participant becomes totally and permanently disabled. In addition, the Plan provides for hardship withdrawals as defined in the Plan. (g) Participant Loans ----------------- The Plan provides for loans against the participant account from $1,000 to $50,000 but limited to 50% of the participant's account balance. Participants can apply for one loan per year and are limited to one loan outstanding. Loans bear interest at a rate determined by the Plan. Loans are repayable over a five-year period unless for the purchase of a principal residence which is repayable over a 10-year period. Loans are repayable upon death, disability, or termination of employment. (Continued) -5- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Notes to Financial Statements (2) Summary of Significant Accounting Policies ------------------------------------------ (a) Basis of Accounting ------------------- The accounts are maintained and the accompanying financial statements are presented on the accrual basis of accounting. (b) Investment Valuation and Income Recognition ------------------------------------------- Investments in American Software, Inc. common stock and mutual funds are carried at fair value as determined by the Trustee of the Plan based primarily on the latest quoted market prices. Loans to participants are interest-bearing and stated at cost, which based on discounted cash flows, approximates fair value. Purchases on sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. (c) Payment of Benefits ------------------- Benefits are recorded when paid. (d) Use of Estimates ---------------- Management of the Plan has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates and assumptions . (3) Investments ----------- The fair values of investments that represent 5% or more of the Plan's net assets are as follows: December 31, 1997: Mutual Funds: Retirement Government Money Market $ 3,013,004 Blue Chip Growth 6,121,720 Magellan 3,834,305 Fidelity 3,842,387 Capital Appreciation 1,638,272 OTC Portfolio 2,324,228 Intermediate Bond 1,391,564 Other 2,029,209 ----------- $24,194,689 =========== (Continued) -6- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Notes to Financial Statements December 31, 1996: Mutual Funds: Retirement Government Money Market $ 3,321,202 Blue Chip Growth 4,271,108 Magellan 2,904,723 Fidelity 2,699,704 Capital Appreciation 1,202,725 OTC Portfolio 2,121,241 Other 2,850,060 ----------- $19,370,763 =========== (4) Income Tax Status ----------------- The Plan has obtained a determination letter from the Internal Revenue Service stating that the Plan qualifies under the appropriate section of the Internal Revenue Code ("IRC") and, therefore, is not subject to tax under present income tax law. Once qualified, the Plan sponsor is required to operate in conformity with the IRC to maintain its qualification. The Plan sponsor believes that the Plan continues to qualify and to operate as designed. (5) Administrative Expenses ----------------------- Substantially all legal, accounting, and administrative fees related to the Plan are paid by the Company. Administrative expenses paid by the Plan represent fees paid to the trustee for trust services. (6) Net Appreciation in Fair Value ------------------------------ Investments held by the Plan had net appreciation (depreciation) in fair value during the years ended December 31, 1997 and 1996, as follows: Net appreciation (depreciation) in fair value -------------------- 1997 1996 ---------- -------- American Software, Inc. common stock $ 105,739 (24,587) Mutual funds 2,312,357 488,845 ---------- ------- $2,418,096 464,258 ========== ======= (Continued) -7- AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Notes to Financial Statements
December 31, 1996 ------------------------------------------------------------------------------------- American Software Capital Stock Fidelity Magellan Intermediate OTC Overseas Appreciation Fund Fund Fund Bond Fund Portfolio Fund Fund --------- --------- ---------- ------------- --------- -------- ------------- Additions to net assets attributed to: Employee contributions... $ -- 289,388 408,759 83,498 201,243 94,855 161,197 Rollovers................ -- 17,832 11,966 11,317 11,457 11,318 12,226 Interest and dividends... -- 196,518 461,929 56,066 230,890 39,590 103,025 Interest on loans to participants and loan repayments.............. -- 13,818 27,800 10,693 12,203 5,782 10,771 Net appreciation (depreciation) in fair value of investments........... (24,587) 191,908 (147,073) (27,871) 102,526 37,604 55,023 -------- --------- --------- ------- --------- ------- --------- Total additions..... (24,587) 709,464 763,381 133,703 558,319 189,149 342,242 -------- --------- --------- ------- --------- ------- --------- Deductions from assets attributed to: Benefits paid to participants............ 53,040 101,354 257,291 69,987 82,280 32,171 91,825 Administrative expenses.. -- 675 581 531 75 -- 131 Loans to participants.... -- 29,594 49,548 35,696 2,809 -- 7,737 -------- --------- --------- ------- --------- ------- --------- Total deductions.... 53,040 131,623 307,420 106,214 85,164 32,171 99,693 -------- --------- --------- ------- --------- ------- --------- Interfund transfers....... -- 537,542 (375,332) (79,205) 662,508 39,974 (102,260) -------- --------- --------- ------- --------- ------- --------- Net change.......... (77,627) 1,115,383 80,629 (51,716) 1,135,663 196,952 140,289 Net assets available for plan benefits at beginning of year..... 334,025 1,604,545 2,846,464 883,291 999,082 554,681 1,070,751 -------- --------- --------- ------- --------- ------- --------- Net assets available for plan benefits at end of plan year...... $256,398 2,719,928 2,927,093 831,575 2,134,745 751,633 1,211,040 ======== ========= ========= ======= ========= ======= ========= December 31, 1996 ------------------------------------------------------------------------------------- Retirement Blue Government Chip Asset Global Money Growth Manager Bond Market Loans to Fund Portfolio Fund Portfolio Participants Total --------- ---------- -------- ----------- ------------- ---------- Additions to net assets attributed to: Employee contributions..... 504,326 117,777 34,315 224,610 -- 2,119,968 Rollovers.................. 12,357 11,316 11,316 20,843 -- 131,948 Interest and dividends..... 288,599 76,584 15,877 186,145 -- 1,655,223 Interest on loans to participants and loan repayments................ 22,598 13,052 2,693 14,779 (110,729) 23,460 Net appreciation (depreciation) in fair value of investments............. 249,606 32,255 (5,133) -- -- 464,258 --------- ------- ------- --------- --------- ---------- Total additions....... 1,077,486 250,984 59,068 446,377 (110,729) 4,394,857 --------- ------- ------- --------- --------- ---------- Deductions from assets attributed to: Benefits paid to participants.............. 249,042 93,992 10,101 387,233 53,480 1,481,796 Administrative expenses.... 319 500 75 1,065 -- 3,952 Loans to participants...... 5,828 47,062 3,475 30,194 (211,943) -- --------- ------- ------- --------- --------- --------- Total deductions...... 255,189 141,554 13,651 418,492 (158,463) 1,485,748 --------- ------- ------- --------- --------- ---------- Interfund transfers......... 150,543 (32,398) 3,090 (804,462) -- -- --------- ------- ------- --------- --------- ---------- Net change............ 972,840 77,032 48,507 (776,577) 47,734 2,909,109 Net assets available for plan benefits at beginning of year....... 3,329,600 901,978 260,627 4,109,428 266,280 17,160,752 --------- ------- ------- --------- -------- ---------- Net assets available for plan benefits at end of plan year........ 4,302,440 979,010 309,134 3,332,851 314,014 20,069,861 ========= ======= ======= ========= ======== ==========
AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Schedule 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997
Description of Current Identity of issuer investment Cost value - ----------------- ----------------------- ----------- ---------- Common stock: *American Software, Inc. CLA 35,340 shares $ 194,370 324,707 ----------- ---------- Mutual funds: *Fidelity 128,896.017 units 3,040,221 3,842,387 *Magellan 40,246.738 units 3,342,782 3,834,305 *Intermediate Bond 136,830.372 units 1,392,303 1,391,564 *OTC Portfolio 69,483.678 units 2,212,292 2,324,228 *Overseas 22,304.847 units 685,911 725,799 *Capital Appreciation 84,534.025 units 1,505,037 1,638,272 *Blue Chip Growth 155,137.317 units 4,961,339 6,121,720 *Asset Manager Portfolio 57,452.163 units 911,308 1,054,249 *Global Bond 27,410.392 units 269,449 249,161 *Retirement Government Money Market 3,013,003.090 units 3,013,004 3,013,004 ----------- ---------- Total mutual funds 21,333,646 24,194,689 Loans to participants: American Software Loan Fund Interest rates ranging from 9.75% to 10.00% 314,542 314,542 ----------- ---------- Total investments $21,842,558 24,833,938 =========== ==========
*Party-in-interest to the Plan. See accompanying independent auditors' report. -11-
AMERICAN SOFTWARE, INC. 401(K) PROFIT SHARING PLAN Schedule 27(d) - Schedule of Reportable Transactions Year ended December 31, 1997 Current Expense value incurred of asset on Identity of Description Purchase Selling Lease with Cost of transaction Net gain party involved of asset Price Price rental transaction asset date or (loss) - --------------------------- ------------- ------------- ------- ----------- ----------- ----------- --------- ------------ Category (iii) - Series of transactions in excess of 5% of plan assets. Purchases: Fidelity Fidelity Fund $ 977,135 N/A - - 977,135 977,135 N/A Fidelity Blue Chip 1,382,514 N/A - - 1,382,514 1,382,514 N/A Growth Fund Fidelity Retirement 1,070,958 N/A - - 1,070,958 1,070,958 N/A Government Money Market Fund Fidelity Magellan Fund 948,254 N/A - - 948,254 948,254 N/A Fidelity OTC Portfolio 938,912 N/A - - 938,912 938,912 N/A Fidelity Blue Chip 372,712 N/A - - 372,712 372,712 N/A Growth Fund Sales: Fidelity Retirement N/A 1,379,156 - - 1,379,156 1,379,156 - Government Money Market Fund Fidelity Fidelity Fund N/A 427,047 - - 347,405 427,047 79,642 Fidelity Magellan Fund N/A 546,412 - - 484,206 546,412 62,206 Fidelity OTC Portfolio N/A 741,834 - - 715,179 741,834 26,655
See accompanying independent auditors' report. -----END PRIVACY-ENHANCED MESSAGE-----