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) ~~September~~October 2712, 2021

QAD Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35013	77-0105228
(State or other jurisdiction	(Commission	(IRS Employer Identification Number)
of incorporation)	File Number)

100 Innovation Place, Santa Barbara, California	93108
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code (805) 566-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	QADA	NASDAQ Global Select Market
Class B Common Stock, $0.001 par value	QADB	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. OTHER EVENTS.

~~As previously announced, on~~Adjournment ~~June 27, 2021, QAD Inc., a Delaware corporation (“QAD” or the “Company”, “we”, “us” or “our”) entered into an Agreement and Plan~~ of ~~Merger~~Special ~~(the~~Meeting “Merger Agreement”) with Project Quick Parent, LLC, a limited liability company organized under the laws of Delaware (“Parent”), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving and continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent (such transaction, the “Merger”).

On October ~~September 9~~12, 2021, QAD Inc. (“QAD” or the “Company”) ~~filed~~issued ~~with~~a press release regarding the ~~U.S.~~adjournment ~~Securities~~of ~~and~~the ~~Exchange~~special meeting ~~Commission~~of ~~(“SEC”)~~its astockholders, ~~definitive~~scheduled ~~proxy~~to ~~statement~~be ~~(“Proxy~~held ~~Statement”)~~ on October 15, 2021 in connection with the Company’s previously announced Merger Agreement (as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The supplemental~~Additional ~~disclosures set forth below (the “~~Supplemental Disclosures”) should be read in conjunction with the Proxy Statement, which is available on the Internet site maintained by the SEC at http://www.sec.gov, along with periodic reports and other information the Company and Parent file with the SEC. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

~~Litigation~~These additional ~~Relating~~supplemental disclosures are being filed on October 12, 2021 (“Additional Supplemental Disclosures”). The following information amends and supplements, and should be read in conjunction with the Company’s definitive proxy statement, dated September 9, 2021 (as previously supplemented on September 27, 2021, the “Proxy Statement”) relating to the proposed merger of the Company with and into Project Quick Merger Sub, Inc. (“Merger Sub”), with the Company surviving the merger as a direct, wholly owned subsidiary of Project Quick Parent, LLC (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated June 27, 2021 (“Merger Agreement”) (such transaction, the “Merger”). The information contained in the Additional Supplemental Disclosures modifies and supersedes any inconsistent information contained in the Proxy Statement, as supplemented to date.

~~As previously~~Except ~~disclosed~~as insupplemented ~~the~~or ~~Proxy~~amended ~~Statement,~~by the ~~Company~~information iscontained ~~aware~~in ~~of four (4) pending cases related to~~ the ~~Merger.~~Additional OnSupplemental ~~July 2~~Disclosures, ~~2021,~~all ainformation ~~purported stockholder~~set ~~class~~forth ~~action was filed~~ in ~~Delaware~~the ~~Chancery Court~~Proxy Statement, ~~captioned~~as ~~Nantahala~~previously ~~Capital~~supplemented ~~Partners~~on IISeptember ~~L.P.~~27, v.2021, remains ~~QAD Inc~~unchanged., etWe ~~al.~~urge ~~The~~you ~~plaintiff alleges~~to ~~breaches~~read ofthe ~~contract~~Additional ~~and~~Supplemental ~~fiduciary~~Disclosures ~~duty~~carefully ~~against~~and ~~directors~~in ~~Anton~~their ~~Chilton,~~entirety ~~Scott~~together ~~Adelson,~~with ~~Kathleen~~the ~~Crusco,~~Proxy Statement and ~~Peter van Cuylenburg (~~the ~~“Director~~previous ~~Defendants”),~~supplement ~~and~~to ~~Pamela~~the M.Proxy ~~Lopker~~Statement, asall ~~well~~of aswhich aare ~~claim~~available ~~for~~on ~~aiding~~the ~~and abetting a breach of fiduciary duty against~~Internet ~~Thoma~~site ~~Bravo~~maintained ~~and~~by ~~certain~~the ~~affiliates~~SEC ofat ~~Thoma~~http://www.sec.gov, ~~Bravo~~along ~~relating~~with toother information the ~~QAD~~Company ~~Board’s~~and ~~vote~~Parent tofile ~~approve~~with the ~~Merger Agreement~~SEC. ~~Plaintiff~~All ~~names~~page references ~~the~~are ~~Company as a defendant~~ to ~~the~~pages ~~extent~~in ~~necessary for any of~~ the ~~relief~~Proxy ~~requested~~Statement, and ~~seeks~~terms toused below, ~~among~~unless ~~other~~otherwise ~~things~~defined, ~~enjoin~~have the ~~Closing of~~meanings ~~the~~set ~~Merger~~forth ~~or,~~ in the ~~alternative,~~Proxy ~~damages, including rescissory damages~~Statement.

~~On August 5~~QAD ~~and~~generally 6,denies ~~2021, purported shareholders of~~ the ~~Company~~allegations ~~filed two complaints~~ in the ~~District~~litigations ~~Court~~described ofin the ~~Southern~~section ~~District~~entitled of“Litigation ~~New~~Related ~~York,~~to ~~captioned Stein~~the v.Merger” ~~QAD Inc., et. al. and Whitfield v. QAD, Inc., et. al. On September 3, 2021, a purported shareholder of~~ under the ~~Company filed~~heading a“Special ~~complaint~~Factors” inbeginning ~~the~~on ~~District~~page ~~Court~~72 of the ~~Eastern~~Proxy ~~District of New York, captioned Parmar v~~Statement. ~~QAD~~Pursuant ~~Inc.,~~to ~~et al. All three actions assert federal securities claims under Sections 14(a) and 20(a) of~~ the ~~Exchange~~Delaware ~~Act~~Chancery ~~and~~Court ~~related provisions for alleged failures to~~ruling, ~~disclose~~as ~~material~~described ~~information~~below, ~~and~~QAD ~~seek~~is tosupplementing ~~enjoin~~its ordisclosures ~~rescind~~with the ~~Merger~~Additional ~~with~~Supplemental ~~Thoma~~Disclosures ~~Bravo~~set ~~and~~forth ~~a request for an award of attorneys’ and experts’ fees and damages~~below.

~~QAD~~The following ~~believes~~information amends and supplements the information disclosed in the Proxy Statement, ~~that~~as ~~all~~previously ~~four~~supplemented ~~pending~~on ~~cases~~September ~~are~~27, ~~without~~2021. ~~any~~For ~~merit~~clarity, new text within amended and restated paragraphs from the Proxy Statement, is highlighted with bold, underlined text and deleted text within restated paragraphs from the Proxy Statement, is highlighted with strikethrough text.

~~QAD believes~~The ~~that~~disclosure ~~the disclosures set forth~~ in the ~~Proxy~~section ~~Statement~~entitled ~~comply~~“Background ~~fully~~of ~~with all applicable law and denies~~ the ~~allegations~~Merger” inunder the ~~pending~~heading ~~actions~~“Special ~~described~~Factors” ~~above.~~beginning ~~QAD~~on ispage ~~voluntarily~~21 ~~supplementing~~of ~~certain disclosures in~~ the Proxy Statement, ~~potentially~~as ~~related~~previously tosupplemented ~~plaintiffs’ claims~~on ~~with~~September ~~the Supplemental Disclosures set forth below. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit~~27, ~~necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary~~2021, ~~QAD~~is ~~specifically~~hereby amended ~~denies~~by ~~all~~deleting ~~allegations in~~ the ~~various~~third ~~litigation~~paragraph ~~matters~~on ~~that~~page ~~any~~21 ~~additional~~and ~~disclosure~~replacing ~~was~~it ~~or is required or material.~~with:

~~Supplemental~~QAD regularly ~~Disclosures~~evaluates strategies for improving its competitive position and enhancing stockholder value. As part of these evaluations, the QAD Board has, from time to time, considered various strategic alternatives, such as public offerings, joint ventures, collaborations and business combinations, including a possible merger or sale of QAD. From time to time, prior to 2021, QAD directors and senior management, including Ms. Lopker, the President and founder of QAD, met with representatives of potential financial advisors with relevant industry expertise and various private equity firms, including Thoma Bravo. QAD also received unsolicited indications of interest from third parties.

The ~~following Supplemental~~disclosure ~~Disclosures~~in ~~should~~the besection ~~read~~entitled “Background inof ~~conjunction~~the ~~with~~Merger” under the ~~Proxy~~heading ~~Statement,~~“Special ~~which~~Factors” ~~should~~beginning beon ~~read~~page 21 inof ~~its~~the ~~entirety.~~Proxy ~~For clarity~~Statement, ~~new text~~as ~~within~~previously ~~restated~~supplemented ~~paragraphs~~on ~~from~~September ~~the~~27, ~~Proxy~~2021, ~~Statement~~ is ~~highlighted~~hereby ~~with~~amended ~~bold,~~by ~~underlined~~inserting ~~text~~the ~~and~~following ~~deleted~~as ~~text within~~a ~~restated~~new ~~paragraphs~~paragraph ~~from~~immediately after the ~~Proxy~~last ~~Statement~~full isparagraph ~~highlighted~~on ~~with~~page ~~strikethrough text.~~21:

~~The~~On or ~~disclosure~~about inFebruary 18, 2021, after discussion with the ~~section entitled~~independent ~~“Background~~directors of the ~~Merger”~~QAD ~~under~~Board, ~~the~~Mr. ~~heading~~Adelson ~~“Special~~spoke ~~Factors”~~with ~~beginning~~Mr. onPaul ~~page 21~~Zuber, ofan operating partner at Thoma Bravo, who had a meeting with Ms. Lopker in 2019 to discuss private equity transactions and the ~~Proxy~~industry generally. ~~Statement~~Mr. isAdelson ~~hereby~~discussed ~~amended~~with byMr. ~~deleting~~Zuber that QAD was now preparing to start a process to review strategic alternatives, and that QAD’s financial advisor would be in touch with potentially interested counterparties in the ~~first~~coming ~~full~~weeks. Mr. ~~paragraph~~Adelson said onthat ~~page 22~~he and ~~replacing~~the itother independent directors were encouraging Ms. Lopker to be open to the strategic review process, including in connection with: her estate planning; that current management was open to potential changes; and that Ms. Lopker may not be interested in selling her stake in QAD unless a bidder paid a significant premium, such that her stake would be worth no less than $1 billion.

~~During~~The ~~this~~disclosure ~~same~~in ~~period, members of~~ the ~~Special~~section ~~Committee~~entitled “Directors ~~recommended~~and toExecutive ~~Ms. Lopker~~Officers ~~that~~of ~~she~~the ~~retain~~Company” ~~independent~~under ~~financial~~the ~~and~~heading ~~legal~~“Other ~~advisors.~~Important ~~Ms. Lopker also~~Information ~~expressed~~Regarding tothe ~~such~~Company” beginning ~~members~~on ~~her~~page ~~willingness~~120 toof ~~pursue~~the aProxy ~~process~~Statement, ~~her~~as ~~openness~~previously tosupplemented ~~consider~~on ~~any~~September ~~type~~27, ~~of transaction~~2021, ~~her~~is ~~aspiration for~~hereby ~~her~~amended ~~equity~~by ~~interest~~revising in the ~~Company~~penultimate paragraph toon ~~potentially~~page be4 ~~worth~~of $1the ~~billion,~~Supplemental ~~and~~Disclosures ~~her~~as ~~preference~~follows: ~~for retaining an ongoing stake in the Company.~~

~~The~~One ~~disclosure~~of in the ~~section~~operating partners at Thoma Bravo, ~~entitled~~Mr. ~~“Background~~Paul Zuber, also serves as a director of ~~the~~Houlihan ~~Merger”~~Lokey ~~under~~with ~~the~~Mr. ~~heading~~Adelson. ~~“Special~~While ~~Factors”~~Mr. ~~beginning~~Adelson onand ~~page 21~~Mr. ofZuber ~~the~~at ~~Proxy~~times discussed ~~Statement~~QAD istogether, ~~hereby~~Mr. ~~amended~~Adelson bydid ~~deleting~~not share material information or discuss material deal terms with While Mr. Zuber was , who, while involved in discussions surrounding the ~~fourth~~Merger ~~full~~as ~~paragraph~~an onoperating ~~page 23~~partner, ~~and~~he was ~~replacing~~not itpart ~~with:~~of the Thoma Bravo deal team negotiating the Merger.

On May 11, 2021, on behalf of the Special Committee, representatives of Morgan Stanley received written preliminary, non-binding indications of interest from two of the eight parties who had been sent a process letter, which indications were promptly provided to the Special Committee and its advisors. The ~~two~~disclosure ~~parties who submitted preliminary indications of interest were Thoma Bravo and a party we refer to as Party B. Thoma Bravo’s indication of interest outlined a potential transaction~~ in which QAD stockholders would receive up to $90 per share in cash, subject to further due diligence and negotiations, which cash consideration would be financed with a mixture of debt and equity. Thoma Bravo’s indication of interest independently raised the ~~possibility~~section ~~of Ms. Lopker~~entitled ~~continuing~~“Background ~~to hold a portion~~ of her interests in QAD by rolling over a percentage of her holdings and also expressly stated that, in connection with its diligence, Thoma Bravo representatives would require discussions with Ms. Lopker regarding her involvement in the ~~Company~~Merger” ~~following~~under the ~~closing~~heading of“Special ~~the~~Factors” ~~proposed~~beginning ~~transaction.~~on ~~Party~~page ~~B’s~~21 ~~indication~~ of interest outlined a potential transaction in which QAD stockholders would receive approximately $86 per share in cash, subject to further due diligence and negotiations, which cash consideration would be financed with a mixture of debt and equity. Morgan Stanley determined the ~~approximate~~Proxy ~~implied per share consideration by using the equity value of $1~~Statement,~~913~~ ~~million set forth in Party~~as ~~B’s~~previously ~~indication~~supplemented ofon ~~interest~~September ~~divided by QAD’s fully diluted share count inclusive of both classes of common stock~~27, ~~consistent with the Special Committee’s view that~~2021, ~~based~~is ~~upon~~hereby ~~deliberations~~amended ~~with~~by ~~its~~revising ~~retained advisors,~~ the ~~Class~~second Afull ~~and~~paragraph Bon ~~shares receive~~page ~~the~~4 ~~same consideration. Party B also verbally indicated to representatives~~ of ~~Morgan Stanley its request to meet with Ms. Lopker to discuss her involvement in~~ the ~~Company~~Supplemental ~~following the closing of the proposed transaction. Both Thoma Bravo and Party B indicated to~~Disclosures ~~representatives~~as of Morgan Stanley that they would each require a support agreement in connection with any transaction, which would require, among other things, that the Lopker Entities vote in favor of the contemplated transaction (subject to certain exceptions) with the relevant counterparty.follows:

~~The~~On ~~disclosure~~June in18, 2021, at the ~~section~~direction of the Special Committee, ~~entitled~~representatives ~~“Background~~of Morgan Stanley discussed Thoma Bravo’s latest offer with representatives of ~~the~~Thoma ~~Merger”~~Bravo. During ~~under~~these discussions, and consistent with the ~~heading~~direction ~~“Special~~of ~~Factors”~~the ~~beginning~~Special onCommittee, ~~page 21~~representatives of Morgan Stanley countered and discussed that communicated to Thoma Bravo that the ~~Proxy~~Special Committee requested that it increase its offer price to ~~Statement~~$92 isper ~~hereby~~share, ~~amended~~which byThoma ~~deleting~~Bravo ~~the~~stated ~~third~~it ~~full~~was ~~paragraph~~not willing to do, and that Thoma Bravo remain competitive on ~~page~~Ms. Lopker’s non-price terms by offering Ms. Lopker a rollover of up to $300 million and a board seat. On June 18, 2021, QAD’s closing share price of Class A Common Stock was $72.93. 24Morgan Stanley also relayed Ms. Lopker’s preference for a higher rollover and ~~replacing~~a itboard ~~with:~~seat to Thoma Bravo, and suggested that Thoma Bravo remain competitive on these non-price issues.

~~Also~~The ondisclosure ~~May 14, 2021,~~in ~~Messrs. van~~the ~~Cuylenburg~~section ~~and~~entitled ~~Adelson~~“Litigation ~~met with Ms. Lopker~~ Related to ~~provide her with~~ the ~~high-level~~Merger” ~~terms~~under of the ~~preliminary~~heading ~~indications of~~“Special ~~interest~~Factors” ~~received~~beginning ~~from~~on ~~each~~page 72 of ~~Thoma Bravo and Party B. Ms. Lopker indicated that she was interested in continuing to have a role in QAD following~~ the ~~closing~~Proxy ~~of a potential transaction if one were to occur~~Statement, ~~and~~as ~~that~~previously ~~she was open to discussions with each of Thoma~~supplemented ~~Bravo~~on ~~and~~September ~~Party~~27, ~~B about such role. Ms. Lopker indicated that she had not yet decided whether she would seek a rollover of a portion of her shares in QAD~~2021, ~~but~~is ~~that~~hereby ~~she~~amended ~~was~~by ~~strongly~~deleting ~~leaning~~the intwo ~~favor~~paragraphs ofon ~~rolling~~pages a72-73 ~~portion~~and ofreplacing ~~her~~them ~~shares in QAD as part of a potential transaction.~~with:

~~The~~Currently, the ~~disclosure~~Company is aware of four (4) cases filed in connection with the ~~section~~Merger. In Nantahala Capital Partners II L.P. ~~entitled~~v. QAD Inc., et al., a purported stockholder class action filed in Delaware Chancery Court on July 2, 2021, the plaintiff alleges breaches of contract and fiduciary duty against directors Anton Chilton, Scott Adelson, Kathleen Crusco, and Peter van Cuylenburg (the “~~Background~~Director Defendants”), and Pamela M. Lopker, as well as a claim for aiding and abetting a breach of fiduciary duty against Thoma Bravo and certain affiliates of Thoma Bravo relating to the QAD Board’s vote to approve the Merger” ~~under~~Agreement. The complaint names the ~~heading~~Company as ~~“Special~~a ~~Factors”~~defendant ~~beginning~~to onthe ~~page 21~~extent necessary for any of the ~~Proxy Statement~~relief requested. Plaintiff is ~~hereby~~seeking, ~~amended~~among other things, to enjoin the Closing of the Merger or, in the alternative, damages, including rescissory damages. The plaintiff claims that the Contribution and Exchange Agreement (pursuant to which and immediately prior to the Effective Time, the Lopker Entities will contribute to Ultimate Parent the Rollover Shares and, in exchange for such Rollover Shares, Ultimate Parent will issue to the Lopker Entities the Parent Units) and the Merger Agreement violate Article IV, Section 2.B(d) of QAD’s corporate charter, which provides that holders of Class A Common Stock receive per Share consideration no less favorable than that received by ~~deleting~~any holders of Class B Common Stock in any merger. The plaintiff alleges that Ms. Lopker and the ~~eighth~~Director ~~full~~Defendants ~~paragraph~~breached Article IV, Section 2.B(d) of QAD’s corporate charter, that Ms. Lopker’s participation in the separate Contribution and Exchange Agreement with Thoma Bravo breached her fiduciary duties to the Company, that the Director Defendants’ approval of the Merger breached their fiduciary duties to the Company, and that Thoma Bravo and its affiliates aided and abetted those breaches. In a supplement to their complaint, filed on ~~page 26~~August 16, 2021, plaintiff alleges that the Director Defendants and Ms. ~~replacing~~Lopker itbreached their fiduciary duties by disseminating a false, misleading, and materially incomplete Proxy, and that Thoma Bravo aided and abetted those breaches. Specifically, plaintiff claims that the Proxy, issued on August 2, 2021, provides an inaccurate description of the events leading to the Merger and the consideration that Ms. Lopker will receive in connection with: the Merger. The Court ordered that the case proceed on an expedited basis, and, on October 1, 2021, held a hearing on plaintiff’s motion for a preliminary injunction. On October 8, 2021, the Court ordered a limited injunction for at least twenty days after the Company issued two corrective disclosures, which the Company made on Form 8-K filed on October 12, 2021, and otherwise denied plaintiff’s motion. The Company believes the plaintiff’s claims are without any merit.

On ~~June 15~~August 5 and 6, 2021, ~~representatives~~ purported shareholders of ~~Morgan~~the ~~Stanley~~Company filed ~~received~~two acomplaints ~~proposal,~~in ~~including~~the aDistrict ~~revised~~Court ~~draft~~of ~~merger~~the ~~agreement~~Southern ~~from~~District ~~Thoma~~of ~~Bravo~~New York, ~~which~~captioned itStein ~~promptly shared~~v. ~~with~~QAD ~~the~~Inc., ~~Special~~et. ~~Committee~~al., 1:21-cv-06856 and Whitfield v. ~~its~~QAD, ~~advisors~~Inc., ~~Thoma~~et. ~~Bravo’s~~al., ~~proposal~~1:21-cv-06674, ~~lowered~~both ~~its~~naming ~~offer~~the ~~price~~Company asand ~~compared~~members toof its ~~earlier~~board ~~preliminary indication~~ of ~~interest~~directors —as ~~from~~defendants. ~~$90~~On ~~per~~September 3, ~~share~~2021, toa ~~$85~~purported ~~per~~shareholder ~~share,~~of ~~due~~the toCompany ~~its~~filed ~~view~~a ofcomplaint ~~findings~~ in ~~its~~the ~~recent~~District ~~diligence.~~Court ~~Thoma~~of ~~Bravo’s offer~~the ~~proposed~~Eastern ~~that~~District ~~Ms. Lopker~~of ~~may~~New ~~roll~~York, ~~$150~~captioned Parmar v. ~~million~~QAD ofInc., ~~her~~et ~~shares~~al., ~~(valued~~1:21-cv-04974, atnaming ~~$85~~the ~~per~~Company ~~share)~~ and ~~explicitly~~members ~~stated~~of ~~that~~ its ~~proposal, including~~board ~~the~~of ~~price~~directors ~~per~~as ~~share~~defendants. inAll ~~connection~~three ~~with~~actions ~~the~~asserted federal ~~merger,~~securities ~~was~~claims ~~not~~under ~~premised~~Sections or14(a) ~~conditioned~~and on20(a) ~~any~~of ~~rollover~~the orExchange ~~the~~Act ~~terms~~and ofrelated ~~such~~provisions ~~rollover. The~~for ~~offer~~alleged ~~stated~~failures ~~that~~to ~~any~~disclose ~~investment~~material information, ~~would~~and ~~include~~seek ~~customary~~to ~~rights~~enjoin ~~and~~or ~~protections~~rescind ~~for~~the ~~minority~~Merger ~~stockholders.~~with Thoma Bravo ~~indicated~~ ~~that~~and ita ~~was~~request ~~ready~~for toan ~~execute~~award aof ~~definitive~~attorneys’ ~~agreement~~and inexperts’ fees asand ~~soon~~damages. asOn 72October ~~hours~~4, ~~and~~2021, ~~only~~plaintiffs ~~had~~in ~~confirmatory~~the ~~due~~Stein ~~diligence~~and ~~left~~Whitfield toactions ~~complete.~~voluntarily dismissed both cases Onwithout ~~June 15,~~prejudice. ~~2021~~The ~~QAD’s~~Company ~~closing~~believes ~~share~~that ~~price~~the ofremaining ~~Class A~~Parmar ~~Common~~case ~~Stock~~is ~~was~~without ~~$77~~any merit.~~00.~~

The disclosure in the section entitled “Background of the Merger” under the heading “Special Factors” beginning on page 21 of the Proxy Statement is hereby amended by deleting the fifth full paragraph on page 27 and replacing it with:

Exhibit No.	Description

99.1	Press Release of QAD Inc., dated October 12, 2021

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

On June 18, 2021, at the direction of the Special Committee, representatives of Morgan Stanley communicated to Thoma Bravo that the Special Committee requested that it increase its offer price to $92 per share, which Thoma Bravo stated it was not willing to do. On June 18, 2021, QAD’s closing share price of Class A Common Stock was $72.93. Morgan Stanley also relayed Ms. Lopker’s preference for a higher rollover and a board seat to Thoma Bravo, and suggested that Thoma Bravo remain competitive on these non-price issues.

In that same meeting, the Special Committee and its advisors discussed Thoma Bravo’s revised offer at $87.50 per share, including whether there was an opportunity to further increase the price given the negotiations over the prior week and Thoma Bravo’s statement that this was its “best and final” offer. The Special Committee and its advisors also discussed the fairness of Thoma Bravo’s proposal’s price and terms to stockholders not affiliated with the Lopker Entities, and that it was an attractive offer. After further discussion and deliberation with its advisors, the Special Committee directed representatives of Morgan Stanley to communicate to Thoma Bravo, that subject to other terms and conditions, the Special Committee would be willing to recommend a transaction at $87.50 per share if such transaction included Thoma Bravo providing a full equity commitment in connection with the financing of the transaction, and no financing contingency. Thoma Bravo’s offer providing for $87.50 per share for both Class A and Class B shares was consistent with Morgan Stanley's communications with potential counterparties, consistent with the Special Committee’s view, which was based upon deliberations with its retained advisors, that all shares of QAD should receive the same consideration. The members of the Special Committee and representatives of Paul, Weiss had further discussion during an executive session of the meeting.

The disclosure in the section entitled “Contribution and Exchange Agreement” under the heading “Special Factors” beginning on page 21 of the Proxy Statement is hereby amended by deleting the second full paragraph under that section on page 74 and replacing it with:

The “Rollover Shares” are comprised of 3,428,571 Shares, consisting of a certain amount of shares of Class A Common Stock and Class B Common Stock to be determined at a later date, such Rollover Shares having an aggregate value of $299,999,962.50. The “Parent Units” consist of 299,999.96 Class A Units, valued at $1,000 per unit, and a certain amount of Class B Units of Parent to be determined at a later date, valued at $0 per unit. Based on the Lopker Entities’ $300 million rollover, the Lopker Entities will own approximately 25% of QAD’s equity value post-Closing. This figure is based on QAD’s post-Closing enterprise value after subtracting the approximately $750 million of debt expected to be incurred by the post-Closing QAD.

The disclosure in the section entitled “Directors and Executive Officers of the Company” under the heading “Other Important Information Regarding the Company” beginning on page 120 of the Proxy Statement is hereby amended by inserting two new paragraphs prior to the last paragraph on page 120:

One of the operating partners at Thoma Bravo, Mr. Paul Zuber, also serves as a director of Houlihan Lokey with Mr. Adelson. While Mr. Adelson and Mr. Zuber at times discussed QAD together, Mr. Adelson did not share material information or discuss material deal terms with Mr. Zuber, who, while involved in discussions surrounding the Merger as an operating partner, was not part of the Thoma Bravo deal team negotiating the Merger.

Additionally, around April 2021, Mr. Adelson, who splits time living in Santa Barbara, California and Los Angeles, California, and Ms. Lopker, who splits time living in Santa Barbara, California and Seattle, Washington, discussed potentially purchasing a plane together as an alternative to commercial flights out of Santa Barbara during the Covid-19 pandemic. Later in April, Mr. Adelson and Ms. Lopker informed Mr. van Cuylenberg of their intention to purchase a plane together. In or around the third week of July, after the Merger Agreement had been signed, Mr. Adelson and Ms. Lopker completed the joint purchase of an airplane. They intend to be co-owners for two years, during which time a third-party service will handle management of the airplane.

Important information for investors and stockholders

This communication is being made in respect of the Merger involving the Company and Parent, an affiliate of Thoma Bravo, L.P. In connection with the Merger, the Company filed a definitive proxy statement on September 9, 2021 with the SEC and intends to file any additional relevant materials with the SEC. Promptly after filing its definitive proxy statement with the SEC, the Company mailed the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Merger. The materials filed and to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website at www.qad.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the Merger because they contain important information about the Company and the Merger.

The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the Merger under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s definitive proxy statement and other relevant materials that will be filed with the SEC in connection with the Merger when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, is set forth in the definitive proxy statement relating to the Merger.

Forward-looking statements

All statements and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.” Forward-looking statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and “will” and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. Forward-looking statements include, among other things, statements about the potential benefits of the Merger; the prospective performance and outlook of the Company’s business, performance and opportunities; the ability of the parties to complete the Merger and the expected timing of completion of the Merger; as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, (i) the ability to obtain the requisite approval from stockholders of the Company, (ii) uncertainties as to the timing of the Merger; (iii) the risk that the Merger may not be completed in a timely manner or at all; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a Company Termination Fee or other expenses; (vii) the effect of the pendency of the Merger on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on the Company’s business, financial position, results of operations and/or cash flows; (x) adverse economic, market or geo-political conditions that may disrupt the Company’s business and cloud service offerings, including defects and disruptions in the Company’s services, ability to properly manage cloud service offerings, reliance on third party hosting and other service providers, and exposure to liability and loss from security breaches; (xi) uncertainties as to demand for the Company’s products, including cloud service, licenses, services and maintenance; (xii) the possibility of pressure to make concessions on pricing and changes in the Company’s pricing models; (xiii) risks related to the protection of the Company’s intellectual property; (xiv) changes in the Company’s dependence on third party suppliers and other third party relationships, including sales, services and marketing channels; (xv) changes in the Company’s revenue, earnings, operating expenses and margins; (xvi) the reliability of the Company’s financial forecasts and estimates of the costs and benefits of transactions; (xvii) the Company’s ability to leverage changes in technology; (xviii) risks related to defects in the Company’s software products and services; (xix) changes in third party opinions about the Company; (xx) changes in competition in the Company’s industry; (xxi) delays in sales; (xxii) timely and effective integration of newly acquired businesses; (xxiii) changes in economic conditions in the Company’s vertical markets and worldwide; (xxiv) fluctuations in exchange rates; and (xxv) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except as required by law.

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:	~~September~~October 2712, 2021	QAD INC.
		By:	/s/ Daniel Lender
			Name: Daniel Lender
			Title: Chief Financial Officer

Filing Compare · QAD INC