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
JULY 23, 1999
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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 August 6, 1999, reporting the acquisition
by Registrant of all the outstanding common stock of Retail Data Services, Inc.,
a Virginia corporation, and its affiliate RDS, Inc., a Virginia Corporation, as
set forth in the pages attached hereto:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 23, 1999, QRS Corporation ("QRS" or the "Company") entered into a Stock
Purchase Agreement (the "Agreement") with Retail Data Services, Inc., a Virginia
corporation ("Retail Data"), pursuant to which QRS acquired all of the issued
and outstanding shares of Retail Data and its affiliate, RDS, Inc., a Virginia
corporation (collectively "RDS"). A copy of the Agreement has previously been
filed with the Securities and Exchange Commission and is hereby incorporated by
reference.
The acquisition was effected through the issuance of 53,250 shares of QRS common
stock valued at $2.8 million and payment of $15.0 million in cash, in exchange
for all of the stock of RDS outstanding immediately prior to the consummation of
the transaction. As described in detail in the Agreement, additional
consideration of $3.0 million will be payable to the seller if revenue targets
are achieved in 1999 and 2000 from the acquired business. The amount of such
consideration was determined based upon arms-length negotiations between QRS and
RDS. The purpose of the acquisition is to expand into the grocery retail market.
The acquisition is being accounted for as a purchase transaction.
QRS filed a registration statement on Form S-3 with the Securities and Exchange
Commission on August 20, 1999 to permit the resale of the outstanding shares
issued in connection with the acquisition of RDS. A copy of the press release
announcing the acquisition of RDS has previously been filed with the Securities
and Exchange Commission and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
INDEX
(a) Financial Information 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 Robert R. Raymond & Associates, 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: October 5, 1999 /s/ Peter Papano
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Peter Papano
Chief Financial Officer and Secretary
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