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) JULY 23, 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 or other jurisdiction (Commission (IRS Employer
of incorporation) 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 2 ACQUISITION OR DISPOSITION OF ASSETS
On July 23, 1999, QRS Corporation ("QRS") entered into a Stock Purchase
Agreement (the "Agreement") with Retail Data Services, Inc., a Virginia
corporation ("Retail Data"), pursuant to which QRS has agreed to acquire all of
the issued and outstanding shares of Retail Data and its affiliate, RDS, Inc, a
Virginia corporation. A copy of the Agreement is attached hereto as EXHIBIT 2.1
and incorporated herein by reference.
The acquisition is to be effected through the issuance of 53,250 shares of
QRS common stock and payment of $15,000,000 in exchange for all of the stock of
Retail Data and RDS, Inc. outstanding immediately prior to the consummation of
the transaction. As described in detail in the Agreement, additional
consideration of up to $3 million may be payable if Retail Data reaches certain
earning targets in 1999 and 2000. The amount of such consideration was
determined based upon arm's-length negotiations between QRS and Retail Data. The
purpose of the acquisition is to expand into the grocery retail market. The
acquisition is intended to be accounted for as a purchase of assets.
A copy of the press release announcing the acquisition of Retail Data is
attached hereto as EXHIBIT 99.1 and incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements required by part (a) of Item 7 relating to
the acquired business referred to in Item 2 above are not currently available.
The required financial statements will be filed in an amendment to this Report
under cover of Form 8-K/A as soon as practicable, but not later than October 8,
1999, which is the first business day 60 days after the date that this Report on
Form 8-K is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by part (b) of Item 7 for
the acquisition transaction described in Item 2 above is not currently
available. The required pro forma financial information will be filed in an
amendment to this Report under cover of Form 8-K/A as soon as practicable, but
not later than October 8, 1999, which is the first business day 60 days after
the date that this Report on Form 8-K is required to be filed.
(c) EXHIBITS. The following documents are filed as exhibits to this
report:
2.1 Stock Purchase Agreement dated as of July 23, 1999 by and
among QRS Corporation, Retail Data Services, Inc. and the
sole stockholder of Retail Data Services, Inc.
99.1 Press Release dated July 26, 1999.
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SIGNATURE
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.
QRS CORPORATION
Date: August 6, 1999 \s\ Peter Papano
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Peter Papano
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
2.1 Stock Purchase Agreement dated as of July 23, 1999 by and among QRS
Corporation, Retail Data Services, Inc. and the sole stockholder of
Retail Data Services, Inc.
99.1 Press Release dated July 26, 1999.
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