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) NOVEMBER 17, 1998 ---------------------------- QAD, Inc. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-22823 77-0105228 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6450 Via Real, Carpinteria, California 93013 - ------------------------------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code (805) 684-6614 --------------------------- - ------------------------------------------------------------------------------ (Former name of former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Filed as an exhibit hereto is the registrant's press release, dated November 18, 1998, announcing that the registrant has acquired the United Kingdom and the Netherlands software distribution operations and assets of TRW Integrated Supply Chain Solutions. The registrant has accounted for the acquisition as a purchase. The acquisition was financed one-third from available cash and two-thirds in the form of promissory notes, payable to BDM Largotim U.S. Inc., BDM Largotim Limited and Largotim Nederland B.V. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro forma Financial Information. Not applicable. (c) Exhibits. 2.1 Asset Purchase Agreement dated November 17, 1998. 99.1 Press release dated November 18, 1998. 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. (Registrant) Date: December 4, 1998 By /s/ A.J. MOYER ------------------------------------- A.J. Moyer Chief Financial Officer (on behalf of the registrant and as Principal Financial Officer)