Proxy Statement - Merger or Acquistion (definitive) (defm14a)

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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) December 15, 2020

 

QAD Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	0-22823	77-0105228
(State or other jurisdiction	(Commission	(IRS Employer Identification Number)
of incorporation)	File Number)

 

        

100 Innovation Place, Santa Barbara, California	93108
(Address of principal executive offices)	(Zip code)

 

 

Registrant's telephone number, including area code [phone]

 

 

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 (see General Instruction A.2. below):

 

☐ 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 Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	QADA	NASDAQ Global Select Market
Class B Common Stock, $0.001 par value	QADB	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 8.01 Other Events.

 

On December 16, 2020, QAD Inc. (“QAD”) issued a press release announcing it entered into a definitive agreement to acquire Allocation Network GmbH (“Allocation Network”), a best-in-class solution provider for strategy sourcing and supplier management based in Munich, Germany. The purchase price, of up to €20 million ($25 million) in cash, includes an upfront payment of €12 million ($15 million) and a performance earn-out based on Allocation Network’s cloud bookings growth over the next three years. The acquisition is in line with QAD’s strategy of acquiring quality products with limited market reach and leveraging QAD’s global footprint.

 

Item 9.01 Financial Statements and Exhibits.

 

d)

Exhibits.

 

Exhibit No.	Description
---------------	----------------------------------------------------------------------------------------------------------
99.1	Press Release, dated December 16, 2020 entitled “QAD Expands Capabilities in Strategic Sourcing and Supplier Management with Planned Acquisition of Allocation Network GmbH”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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 thereunto duly authorized.

 

	QAD Inc.
Date: December 16, 2020	By:  /s/ Daniel Lender
	Daniel Lender
	Chief Financial Officer