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 (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 (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. ☐
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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |