UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) NOVEMBER 30, 1999
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QRS CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-21958 68-0102251
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
1400 MARINA WAY SOUTH, RICHMOND, CALIFORNIA 94804
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(Address of principal executive offices) (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)
Item 5. OTHER EVENTS.
On December 1, 1999, QRS Corporation ("QRS" or the "Company") announced
the launch of a new service, Tradeweave. A copy of the press release issued by
QRS on December 1, 1999 concerning the foregoing service launch is filed
herewith as Exhibit 99.1 and is incorporated by reference.
On November 30, 1999, QRS entered into a common stock purchase
agreement (the "Agreement") with Tradeweave, Inc., a Delaware corporation and
subsidiary of QRS, Peter R. Johnson and Garth Saloner. As of November 30, 1999,
QRS owns approximately 90% of the outstanding capital stock of Tradeweave, Inc.
and Messrs. Johnson and Saloner own in the aggregate approximately 10% of the
outstanding capital stock of Tradeweave, Inc. A copy of the Agreement entered
into by QRS on November 30, 1999 concerning the foregoing transaction is filed
herewith as Exhibit 99.2 and is incorporated by reference.
In connection with the issuance of the common stock of Tradeweave, Inc.
to QRS and Messrs. Johnson and Saloner, QRS also entered into a stockholders
agreement, dated November 30, 1999, with Tradeweave, Inc. and Messrs. Johnson
and Saloner (the "Stockholders Agreement"). A copy of the Stockholders Agreement
entered into by QRS on November 30, 1999 concerning the foregoing transaction is
filed herewith as Exhibit 99.3 and is incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
99.1 Press Release of the Company, dated December 1, 1999.
99.2 Common Stock Purchase Agreement, dated November 30,
1999, among QRS, Tradeweave, Inc., Peter R. Johnson
and Garth Saloner.
99.3 Stockholders Agreement, dated November 30, 1999,
among QRS, Tradeweave, Inc., Peter R. Johnson and
Garth Saloner.
1.
SIGNATURE
Pursuant to the requirements of Securities 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: December 1, 1999 By: /s/ Peter Papano
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Name: Peter Papano
Title: Chief Financial Officer and
Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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99.1 Press Release of the Company, dated December 1, 1999.
99.2 Common Stock Purchase Agreement, dated November 30, 1999, among QRS,
Tradeweave, Inc., Peter R. Johnson and Garth Saloner.
99.3 Stockholders Agreement, dated November 30, 1999, among QRS,
Tradeweave, Inc., Peter R. Johnson and Garth Saloner.