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 AND EXCHANGE
ACT OF 1934
January 21, 2000
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Date of Report (Date of earliest event reported)
QRS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21958 68-0102251
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(State or other jurisdiction of (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
1400 Marina Way South, Richmond, California 94804
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (510) 215-5000
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NOT APPLICABLE
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Former name or former address, if changed since last report)
The Registrant hereby amends and restates its Report on Form 8-K filed with the
Securities and Exchange Commission on January 28, 2000, reporting the
acquisition by Registrant of all the outstanding common stock of Image Info
Inc., a New York corporation, as set forth in the pages attached hereto:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 21, 2000, Image Info Inc. ("Image Info"), a New York corporation
merged with and into WS Acquisition Corp. ("Merger Sub"), a New York corporation
and a wholly-owned subsidiary of QRS Corporation ("QRS"), pursuant to an
Agreement and Plan of Merger (the "Agreement"), dated January 16, 2000, among
QRS, Merger Sub and Image Info. A copy of the Agreement has previously been
filed with the Securities and Exchange Commission and is here by incorporated by
reference.
Pursuant to the Agreement, the outstanding capital stock of Image Info was
converted into the right to receive 440,913 shares of Common Stock of QRS and
$5,000,000 in cash. In addition, the former shareholders of Image Info shall
receive an aggregate additional payment of $2,500,000 in 2001 and 2002 if the
revenue of the business of Image Info exceeds certain agreed upon amounts in
2000 or 2001. The amount of such consideration was determined based upon
arm's-length negotiations between QRS and Image Info. As a result of the merger,
Merger Sub will pay bonuses to employees of Image Info in the aggregate of
approximately $1,431,500. The acquisition is being accounted for as a purchase
transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
INDEX
(a) Financial Statements of Business Acquired................. Exhibit 99.1
(b) Pro Forma Financial Information........................... Exhibit 99.2
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
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23.1 Consent of Goldstein Golub Kessler LLP
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Financial Information
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
QRS CORPORATION
Date: March 27, 2000 /s/ Peter Papano
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Peter Papano
Chief Financial Officer and Secretary
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