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): January 326, 2005

MAPICS, INC.

(Exact Name of Registrant as Specified in Charter)

Georgia

000-18674

04-2711580

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1000 Windward Concourse Parkway, Suite 100

Alpharetta, Georgia 30005

(Address of Principal Executive Offices) (Zip Code)

(678) 319-8000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨	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))

Item 1.01. Entry into a Material Definitive Agreement.

On January 326, 2005, MAPICS, Inc. ~~entered~~(the ~~into~~“Company”) aand ~~Change~~Infor ~~of Control Employment~~Global ~~Agreement~~Solutions ~~with~~Topco WLtd. ~~David~~(“Infor”) ~~Morgan,~~announced ~~its~~that ~~Vice~~they ~~President,~~had ~~Corporate~~entered ~~Controller~~into ~~and~~a ~~Interim~~definitive ~~Chief~~merger ~~Financial Officer. The~~ agreement, ~~which~~(the ~~provides~~“Merger ~~for~~Agreement”) ~~specified~~pursuant ~~compensation and benefits~~ to ~~Mr.~~which ~~Morgan~~Infor ~~following~~will aacquire ~~change of control of~~ the Company,. ~~is intended~~Pursuant to ~~ensure that~~ the ~~Company~~terms ~~will~~of ~~have~~ the ~~continued~~Merger ~~attention~~Agreement, ~~and~~Infor ~~dedication~~has agreed ofto Mrpay $12.75 ~~Morgan~~per share in ~~the~~cash ~~event~~to ofshareholders ~~any threatened or pending change~~ of ~~control of~~ the Company.

~~Pursuant~~The toMerger ~~the~~Agreement ~~agreement,~~also inrequired the ~~event~~Company ato ~~“change~~amend ~~of control” of~~ the Company’s ~~occurs~~Amended ~~during~~and ~~the~~Restated ~~“change~~Rights ~~of control period~~Agreement,” ~~the~~dated ~~Company~~as ~~agrees to continue to employ Mr. Morgan for a period~~ of ~~three~~March ~~years~~30, ~~after~~1998, ~~the~~as ~~occurrence~~amended ~~of such change of control~~ (the “~~employment~~Rights ~~period~~Agreement”)., Abetween ~~“change of control” of~~ the Company isand ~~defined generally~~SunTrust Bank, as the acquisition of 25% or more of the voting power of the Company; the replacement of a majority of the current directors of the Company by other persons whose election was not approved by the current directors or their approvedrights ~~successors;~~agent (the ~~reorganization,~~“Rights ~~merger~~Agent”), ~~consolidation~~to orpreclude ~~sale of all or substantially all of~~ the ~~assets~~transaction offrom ~~the~~triggering ~~Company which has specified effects on~~ the ~~control~~Rights ~~of the Company; and approval by the shareholders of a complete liquidation or dissolution of the Company~~Agreement. The ~~“change~~amendment ofto ~~control period” means~~ the ~~period~~Rights ~~commencing~~Agreement ~~on January 3, 2005 and ending three years after such date; provided that on each anniversary of the agreement, the change of control period~~ is ~~automatically~~ ~~extended~~further sodescribed asin toItem ~~terminate three years after such anniversary, unless the Company provides timely notice to Mr~~3.03 ~~Morgan that it will not extend the period~~below.

~~During~~The ~~the~~proposed ~~employment~~merger ~~period,~~is ~~Mr.~~subject ~~Morgan~~to ~~will~~approval ~~receive~~by ~~(i)~~the anshareholders ~~annual~~the ~~base~~Company. ~~salary~~Closing of atthe ~~least~~proposed ~~$210,000~~merger ~~(which~~is ~~may~~subject ~~be increased~~to ~~annually);~~clearance ~~(ii)~~or anexpiration ~~annual~~of ~~bonus~~the atapplicable ~~least~~waiting ~~equal~~period tounder ~~his highest annual bonus for~~ the ~~last~~Hart-Scott-Rodino ~~three~~Antitrust ~~full~~Improvements ~~fiscal~~Act ~~years~~of ~~prior~~1976 toand the ~~change~~satisfaction of ~~control; and (iii) continued participation in all incentive, savings, retirement, welfare benefit and fringe benefit plans applicable to~~ other ~~peer~~closing ~~executives~~conditions ofspecified ~~the Company on terms no less favorable than those~~ in ~~effect during~~ the ~~120~~Merger ~~day period preceding the change of control~~Agreement.

The ~~agreement~~foregoing ~~also~~summary ~~specifies the payments and benefits to which Mr. Morgan~~ is ~~entitled~~qualified ~~upon the termination of his employment during the employment period for specified reasons, including death, disability, termination for cause and resignation for good reason (as such terms are defined~~ in ~~the~~its ~~agreement).~~entirety ~~If Mr. Morgan’s employment is terminated~~ by ~~the Company~~reference ~~for~~to ~~any reason other than cause or disability, or by Mr. Morgan for good reason, during~~ the ~~employment period, the Company must (i) pay to Mr. Morgan a lump sum cash payment equal to his “accrued obligations” (unpaid salary through~~Merger ~~the~~Agreement ~~date of termination, a pro rata bonus for the year of termination~~ and ~~any unpaid deferred compensation), (ii) pay to Mr. Morgan a lump sum severance payment equal to 100% of his then-current annual salary plus~~ the ~~amount~~press ofrelease ~~his~~announcing ~~bonus for~~ the ~~prior~~ ~~year,~~proposed ~~and (iii) continue to provide all welfare benefits to Mr. Morgan and his family~~merger, ~~subject to certain limitations, for at least one year after his termination. In addition, the Company will pay or provide to Mr. Morgan any other amounts or benefits to~~ which heare isattached ~~entitled~~as ~~under~~exhibits ~~any~~hereto ofand ~~the~~are ~~Company’s~~incorporated ~~plans,~~by ~~programs,~~reference ~~policies,~~herein ~~practices or contracts then~~ in ~~effect~~their entirety.

~~Upon~~Item ~~the termination of Mr~~3.03 ~~Morgan’s~~Material ~~employment~~Modification by reason of death or disability, or by Mr. Morgan’s voluntary resignation without good reason, the agreement will terminate without further obligations of the Company other than the payment of any accrued obligations and any other amounts or benefits to ~~which~~Rights ~~Mr. Morgan is entitled under any~~ of ~~the~~Security ~~Company’s plans, programs, policies, practices or contracts then in effect~~Holders. ~~If Mr. Morgan’s employment is terminated by the Company for cause, he will receive the same as above, except that he will not receive a pro rata bonus for the year of termination.~~

~~Subject~~As todescribed ~~certain~~in ~~limitations~~Item 1.01 above of this Current Report on Form 8-K, on January 26, 2005, in connection with the ~~agreement~~Merger, ~~provides~~the Company’s ~~that~~Board ifof aDirectors ~~payment~~authorized the execution of an amendment to orthe Rights Agreement (the “Amendment”) in order to make the Rights Agreement inapplicable to the Merger and to provide for the ~~benefit~~termination of ~~Mr.~~the Rights ~~Morgan~~Agreement ~~would~~immediately beprior ~~subject~~ to the ~~excise~~closing ~~tax~~of ~~imposed~~the byMerger. ~~Section~~The ~~4999~~Amendment provides, among other matters, that (i) no person shall become an “Acquiring Person” under the Rights Agreement solely as the result of the ~~Internal~~execution ~~Revenue~~and ~~Code~~delivery of and/or the consummation of any of the transactions contemplated by the Merger Agreement, ~~then~~and (ii) no Distribution Date, no Section 11(a)(ii) Event, no Section 11(a)(ii) Trigger Date, no Section 13 Event, and no Stock Acquisition Date (as such ~~payment~~terms are ~~will~~defined in the Rights Agreement) shall be ~~reduced~~deemed to have occurred, solely as the ~~extent~~result ~~necessary~~of tothe ~~avoid~~execution ~~such~~and ~~excise~~delivery ~~tax~~of and/or the consummation of any of the transactions contemplated by the Merger Agreement. The Amendment is attached hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing summary of the material features of the Amendment is qualified in its entirety by reference to the Amendment.

~~Mr.~~Item Morgan agrees that for a period of two years following the termination of his employment with the Company for any reason, he will not disclose any confidential information, solicit employees of the Company to terminate their employment with the Company, solicit customers of the Company for the purpose of providing competitive services, or provide competitive services which include strategic planning, policymaking or management8.01 ~~Mr.~~Other ~~Morgan will forfeit his right to receive payments, or will repay in full any payments received, under the agreement if he violates such restrictive covenants~~Events.

Following the announcement of the Merger Agreement described in Item 91.01 of this Current Report on Form 8-K, on January 27, 2005, the Company sent additional communications to certain of its managers, employees, sales affiliates, customers and technology partners to notify them of the pending transaction. ~~Financial~~These ~~Statements~~communications may be deemed soliciting material pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended, and ~~Exhibits~~are filed herewith as exhibits and incorporated herein by reference.

The proposed transaction will be submitted to the Company’s shareholders for their consideration, and the Company will file with the SEC a proxy statement to be used by the Company to solicit the shareholders’ approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. Shareholders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the proxy statement, as well as other filings containing information about the Company, may be obtained at the SEC’s Internet site (http://www.sec.gov).

Copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to: Martin D. Avallone, MAPICS, Inc., 1000 Windward Concourse Parkway, Suite 100, Alpharetta, Georgia 30005 (678-319-8000).

The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the sale. Information regarding those participants is included in the Part III supplemental information to be filed on Form 10-K/A by January 28, 2005. Copies of the filing will be available at the SEC’s website. Additional information regarding the interests of those participants may be obtained by reading the proxy statement regarding the proposed transaction when it becomes available.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No.		Description
10		Change of Control Employment Agreement dated as of January 3, 2005 between MAPICS, Inc. and W. David Morgan
2.1		Agreement and Plan of Merger dated as of January 26, 2005, by and among MAPICS, Inc., Magellan Merger Sub, Inc., Infor International Limited, and Infor Global Solutions Topco Ltd.
4.1		Third Amendment to Amended and Restated Rights Agreement dated as of January 26, 2005
99.1		Press Release dated January 27, 2005
99.2		Email Communication to MAPICS, Inc. Managers World Wide dated January 27, 2005
99.3		Email Communication to MAPICS, Inc. Employees World Wide dated January 27, 2005
99.4		Letter to MAPICS, Inc. Affiliates dated January 27, 2005
99.5		Letter to MAPICS, Inc. Customers dated January 27, 2005
99.6		Q&A Letter Communication to MAPICS, Inc. Customers dated January 27, 2005
99.7		Letter to MAPICS, Inc. Technology Partners dated January 27, 2005

~~SIGNATURE~~ 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.

MAPICS, INC. By: /s/ Martin D. Avallone Martin D. Avallone Vice President, General Counsel and Secretary


	MAPICS, INC.
	(Registrant)

Dated: January 27, 2005	By:	/s/ Martin D. Avallone
		Martin D. Avallone
		Vice President, General Counsel and
		Secretary

~~Dated:~~INDEX ~~January~~TO 6,EXHIBITS ~~2005~~

INDEX OF EXHIBITS


EXHIBIT NO.		DESCRIPTION
2.1		Agreement and Plan of Merger dated as of January 26, 2005, by and among MAPICS, Inc., Magellan Merger Sub, Inc., Infor International Limited, and Infor Global Solutions Topco Ltd.

4.1		Third Amendment to Amended and Restated Rights Agreement dated as of January 26, 2005

99.1		Press Release dated January 27, 2005

99.2		Email Communication to MAPICS, Inc. Managers World Wide dated January 27, 2005

99.3		Email Communication to MAPICS, Inc. Employees World Wide dated January 27, 2005

99.4		Letter to MAPICS, Inc. Affiliates dated January 27, 2005

99.5		Letter to MAPICS, Inc. Customers dated January 27, 2005

99.6		Q&A Letter Communication to MAPICS, Inc. Customers dated January 27, 2005

99.7		Letter to MAPICS, Inc. Technology Partners dated January 27, 2005

EXHIBIT NO.		DESCRIPTION
10		Change of Control Employment Agreement dated as of January 3, 2005 between MAPICS, Inc. and W. David Morgan

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