Amended Current Report Filing (8-k/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2023

AMERICAN SOFTWARE, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-12456

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)

[phone]

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 Symbols

Name of 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.

☐

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EXPLANATORY NOTE

On January 26, 2023, American Software, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing the tax treatment of 2022 distributions to shareholders. This Current Report on Form 8-K/A amends the Original Report to provide an updated date on the Exhibit 99.1 from 2021 to 2022.

ITEM 7.01    REGULATION AND DISCLOSURE

On January 26, 2023, American Software, Inc. (the “Company”) issued a press release announcing the tax treatment of 2022 distributions to shareholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number Description

99.1 Press Release of American Software, Inc., January 26, 2023.

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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: January 26, 2023						AMERICAN SOFTWARE, INC.
						(Registrant)
			By:			/s/ Vincent C. Klinges
			Name:			Vincent C. Klinges
			Title:			Chief Financial Officer