Attached files
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EX-4.2 - EX-4.2 - QAD INC | v58155exv4w2.htm |
EX-4.1 - EX-4.1 - QAD INC | v58155exv4w1.htm |
EX-3.1 - EX-3.1 - QAD INC | v58155exv3w1.htm |
EX-99.1 - EX-99.1 - QAD INC | v58155exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2010
QAD Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-22823 | 77-0105228 | ||
(State or other jurisdiction of | (Commission File | (IRS Employer | ||
incorporation or organization) | Number) | Identification No.) |
100 Innovation Place, | ||
Santa Barbara, California | 93108 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (805) 566-6000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Item 3.03 Material Modifications to Rights of Security Holders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 21, 2010, QAD Inc., a Delaware corporation (QAD or the Company) announced
that its Board of Directors (the Board) had unanimously approved a recapitalization plan pursuant
to which the Company would (i) establish two classes of common stock, consisting of a new class of
common stock with one-twentieth of a vote per share, designated as Class A common stock $0.001 par
value per share (the Class A Common Stock) and a new class of common stock with one vote per
share, designated as Class B common stock $0.001 par value per share (the Class B Common Stock);
(ii) reclassify each issued and outstanding whole share of the Companys existing $0.001 par value
per share common stock (the Existing Stock) as 0.1 shares of Class B Common Stock; and (iii)
issue a dividend of four shares of Class A Common Stock for each share of Class B Common Stock
outstanding after giving effect to the foregoing reclassification.
In order to implement the proposed recapitalization plan, the Company determined that it was
necessary to amend the Companys current Certificate of Incorporation, as amended (the Charter).
As such, the Board adopted resolutions approving certain amendments to the Charter described below
and recommended that the Companys stockholders approve the same at a special meeting of
stockholders. Proxies for the special meeting were solicited by the Board pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in
opposition to the Boards solicitation.
On December 14, 2010, QAD held a special meeting of its stockholders to consider the two
proposals to authorize the following amendments to the Charter (the Amendments):
1. | An amendment to authorize 71,000,000 shares of Class A Common Stock and 4,000,000 shares of Class B Common Stock and to establish the rights, preferences and privileges of, and the restrictions on, the Class A Common Stock and the Class B Common Stock; and | ||
2. | An amendment to reclassify each issued and outstanding whole share of Existing Stock as 0.1 shares of Class B Common Stock. |
There were 31,697,807 shares of Existing Stock entitled to vote at the special meeting and a
total of 24,412,452 shares of Existing Stock were represented at the special meeting in person or
by proxy. At the special meeting, both of the Amendments were approved by the affirmative vote of
holders of a greater than a majority of QADs shares of Existing Stock. The final votes on the
proposals presented at the special meeting were as follows:
Broker | ||||||||||||||||
Proposal | For | Against | Abstain | Non-Votes | ||||||||||||
1. Proposal to
approve an amendment
to the Charter to
authorize and
establish the
rights, preferences
and privileges of,
and the restrictions
on, the Class A
Common Stock and the
Class B Common
Stock. |
21,489,181 | 2,914,322 | 8,949 | 0 | ||||||||||||
2. Proposal to
approve an amendment
to the Charter to
reclassify each
issued and
outstanding whole
share of Existing
Stock as 0.1 shares
of Class B Common
Stock. |
21,495,182 | 2,907,721 | 9,549 | 0 |
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On December 15, 2010, the Company implemented each of the Amendments by amending and
restating its Charter in the form of an Amended and Restated Certificate of Incorporation of QAD
Inc. (the New Charter) and filing the New Charter with the Secretary of State of the State of
Delaware. Accordingly, as of 5:00 p.m. eastern standard time on December 15, 2010, each issued and
outstanding whole share of Existing Stock was automatically reclassified as 0.1 shares of Class B
Common Stock (the Reclassification). In addition, the Board declared a dividend of four shares
of Class A Common Stock on each share of Class B Common Stock held by a holder of record
immediately after the effectiveness of the Reclassification on December 15, 2010 (the Record
Date), which became payable prior to the markets open on December 16, 2010. Each QAD stockholder
will receive a dividend of four shares of Class A Common Stock for every share of Class B Common
Stock that they held on the Record Date.
The foregoing description of the Amendments does not purport to be complete and is qualified
in its entirety by reference to the full text of the New Charter incorporating such Amendments,
which is filed as Exhibit 3.1 hereto and incorporated herein by reference. In addition, the forms
of stock certificates representing Class A Common Stock and Class B Common Stock are filed as
Exhibits 4.1 and 4.2 hereto, respectively.
Item 8.01 Other Events.
On December 15, 2010, the Company issued a press release regarding the approval and
effectiveness of the Amendments as well as the timing and terms of the dividend of Class A Common
Stock. The press release announcing these matters is filed as Exhibit 99.1 hereto.
The information in this Form 8-K and the exhibits attached hereto shall not be deemed filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filling under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K contains certain forward-looking statements made under
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A number of
risks and uncertainties could cause actual results to differ materially from those in the
forward-looking statements. These risks include, but are not limited to, the terms, timing and
effects of the recapitalization plan on the Company and its stockholders; evolving demand for the
Companys software products and products that operate with the Companys products; the Companys
ability to sustain license and service demand; the Companys ability to leverage changes in
technology; the Companys ability to sustain customer renewal rates at current levels;
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the publication of opinions by industry and financial analysts about the Company, its products and
technology; the reliability of estimates of transaction and integration costs and benefits; the
entry of new competitors or new offerings by existing competitors and the associated announcement
of new products and technological advances by them; delays in localizing the Companys products for
new or existing markets; the ability to recruit and retain key personnel; delays in sales as a
result of lengthy sales cycles; changes in operating expenses, pricing, timing of new product
releases, and the method of product distribution or product mix; timely and effective integration
of newly acquired businesses; general economic conditions; exchange rate fluctuations, ability to
achieve savings from cost cutting measures; and the global political environment. In addition,
revenue and earnings in the enterprise resource planning (ERP) software industry are subject to
fluctuations. Software license revenue, in particular, is subject to variability with a significant
proportion of revenue earned in the last month of each quarter. Given the high margins associated
with license revenue, modest fluctuations can have a substantial impact on net income. For a more
detailed description of the risk factors associated with the Company and the industries in which it
operates, please refer to the Companys Annual Report on Form 10-K for the fiscal year ended
January 31, 2010 and the Companys other filings with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||
3.1 | Amended and Restated Certificate of Incorporation of QAD Inc. effective December 15, 2010 |
|||
4.1 | Form of Stock Certificate Representing Shares of Class A Common Stock of QAD Inc. |
|||
4.2 | Form of Stock Certificate Representing Shares of Class B Common Stock of QAD Inc. |
|||
99.1 | Press Release dated December 15, 2010 |
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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.
QAD Inc. |
||||
December 16, 2010 | By: | /s/ Daniel Lender | ||
Daniel Lender | ||||
Executive Vice President and Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. | Description | |||
3.1 | Amended and Restated Certificate of Incorporation of QAD Inc. effective December 15, 2010 |
|||
4.1 | Form of Stock Certificate Representing Shares of Class A Common Stock of QAD Inc. |
|||
4.2 | Form of Stock Certificate Representing Shares of Class B Common Stock of QAD Inc. |
|||
99.1 | Press Release dated December 15, 2010 |