5 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) June 25, 1999 ------------------------- QAD INC. (Exact name of registrant as specified in its charter) Delaware 000-22823 77-0105228 (State or Other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 6450 Via Real, Carpinteria, California 93013 - ------------------------------------------------ ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (805) 684-6614 -------------------------- N/A ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report.) Item 5. Other Events Effective as of June 25, 1999, QAD Inc. entered into a Second Amendment to Credit Agreement with The First National Bank of Chicago. In the amendment, the Bank has agreed (1) to convert to a permanent waiver the temporary waiver relating to financial covenant defaults for the fiscal quarter ended April 30, 1999 granted by the Bank pursuant to the First Amendment to Credit Agreement dated as of June 14, 1999, and (2) to amend certain financial covenants, borrowing base provisions and restrictive covenants of the Credit Agreement. In connection with the amendment, QAD and the Bank also amended the pricing provisions under the Credit Agreement. Item 7. Financial Statements and Exhibits The following exhibit is filed as part of this Current Report on Form 8-K. Exhibit No. Description 10.1 Second Amendment to Credit Agreement between QAD Inc. and The First National Bank of Chicago 2 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 hereunto duly authorized. Date: August 13, 1999 QAD INC. (Registrant) By: /S/ A.J. Moyer ---------------------------------- A.J. Moyer Chief Financial Officer (on behalf of registrant and as Principal Financial Officer) 3 EXHIBIT INDEX Exhibit No. Description 10.1 Second Amendment to Credit Agreement 4