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): September 13, 2004
QRS CORPORATION
(Exact name of registrant specified in its charter)
| | | | |
| Delaware | | 000-21958 | | 68-0102251 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 1400 Marina Way South, Richmond, California | | 94804 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone, including area code: (510) 215-5000
(Former name and 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 (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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)) |
Item 7.01. Regulation FD Disclosure.
On September 13, 2004, QRS Corporation mailed a Notice of Special Meeting of Stockholders to each holder of record of QRS Corporation common stock. A copy of such mailing and the enclosures therewith are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | (c) | Exhibits. The following documents are filed as exhibits to this report: |
| | 99.1 | Notice of Special Meeting of Stockholders, including letter from Elizabeth A. Fetter, President and Chief Executive Officer of QRS Corporation, and Agreement and Plan of Merger dated as of September 2, 2004, by and among Inovis International, Inc., QRS Corporation and EDI Merger Corp., including the form of Voting Agreement attached as Exhibit A thereto. |
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.
| | | | | | |
| | | | | QRS CORPORATION |
| | | |
Date: September 14, 2004 | | | | By: | | /s/ Elizabeth A. Fetter
|
| | | | | Name: | | Elizabeth A. Fetter |
| | | | | Title: | | President and Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit Number
| | Document Description
|
| 99.1 | | Notice of Special Meeting of Stockholders, including letter from Elizabeth A. Fetter, President and Chief Executive Officer of QRS Corporation, and Agreement and Plan of Merger dated as of September 2, 2004, by and among Inovis International, Inc., QRS Corporation and EDI Merger Corp., including the form of Voting Agreement attached as Exhibit A thereto. |
