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): February 5, 2002
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 of Commission File Number (IRS Employer
incorporation or organization) Identification Number)
470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305
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(Address of principal executive offices) (Zip Code)
(404) 261-4381
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(Registrant's telephone number, including area code)
None
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(Former name, former address and former fiscal year, if changed since
last report)
Item 2. Acquisition or Disposition of Assets
On February 5, 2002, American Software, Inc. (the Company) entered into a Stock
Purchase Agreement with Infocrossing, Inc. (Nasdaq:IFOX), a New Jersey
corporation (IFOX) whereby the Company sold all of the outstanding capital stock
of AmQUEST, Inc., a Georgia corporation (AmQUEST), to IFOX . As consideration
for the purchase of AmQUEST's shares, IFOX paid to the Company an amount in cash
equal to $20,283,072, which amount will be adjusted upon final determination of
the working capital of AmQUEST as of January 31, 2002. The Company issued a
press release announcing the event, which is attached hereto as Exhibit 99.1.
AmQUEST is a managed services provider, which delivers technology infrastructure
management services to enterprise clients. AmQUEST's principal assets consist of
(1) its employees and (2) rights under contracts, leases and licenses of the
equipment, real estate, and intellectual property used in performing AmQUEST's
business. The Stock Purchase Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Pro forma financial information: See Item 7(c), Exhibit 99.2 below.
(c) Exhibits:
Exhibit 2.1 Stock Purchase Agreement dated as of February 5, 2002
by and between Infocrossing, Inc. and American
Software, Inc.
Exhibit 99.1 Press Release of American Software, Inc dated February
5, 2002.
Exhibit 99.2 The pro forma condensed consolidated balance sheet of
American Software, Inc. is presented as if the
transaction had occurred on October 31, 2001. The pro
forma condensed consolidated statements of operations
of American Software, Inc. for the year ended April
30, 2001 and the six-month period ended October 31,
2001 have been presented as if the transaction had
occurred on May 1, 2000 and May 1, 2001, respectively.
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.
Dated: February 15, 2002 AMERICAN SOFTWARE, INC.
By /s/ Vincent C. Klinges
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Name: Vincent C. Klinges
Title: Chief Financial Officer