QAD Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-11-05: Form 8-K; Period of report 2021-11-05; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2021-11-02: Form 8-K; Period of report 2021-11-02; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2021-10-15: Form 8-K; Period of report 2021-10-15; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2021-10-12: Form 8-K; Period of report 2021-10-12; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-11-05 | 8-K | 2021-11-05 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. 3.01 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. 3.03 The information set forth in the Introduction and under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth in the Introduction and under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. 5.03 At the Effective Time, (i) the Company’s certificate of incorporation was amended and restated in its entirety and (ii) the Company’s bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement and the DGCL. 8.01 On November 5, 2021, the Company issued a press release (the “Press Release”) announcing the closing of the Merger. | tm2131553d10_8k.htm |
| 2021-11-02 | 8-K | 2021-11-02 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On November 2, 2021, QAD Inc. (the “Company”) reconvened the special meeting of stockholders which was adjourned on October 15, 2021 (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of June 27, 2021 (the “Merger Agreement”), by and among the Company, QAD Parent, LLC, a Delaware limited liability company (f/k/a Project Quick Parent, LLC) (“Parent”) and Project Quick Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), which provides, subject to the satisfaction or waiver of certain conditions, that Merger Sub will merge with and into the Company (the “Merger”). 8.01 On November 2, 2021, the Company issued a press release (the “Press Release”) announcing the preliminary results of the Special Meeting. | tm2131553d1_8k.htm |
| 2021-10-15 | 8-K | 2021-10-15 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 15, 2021 at 8:00 a.m. 8.01 The information included in Item 5.07 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01. | tm2122038d15_8k.htm |
| 2021-10-12 | 8-K | 2021-10-12 | 8.01 Other Events | 8.01 These additional supplemental disclosures are being filed on October 12, 2021 (“Additional Supplemental Disclosures”). | tm2122038d13_8k.htm |
| 2021-10-12 | 8-K | 2021-10-12 | 8.01 Other Events | 8.01 On October 12, 2021, QAD Inc. (“QAD” or the “Company”) issued a press release regarding the adjournment of the special meeting of its stockholders, scheduled to be held on October 15, 2021 in connection with the Company’s previously announced Merger Agreement (as defined below). | tm2122038d12_8k.htm |
| 2021-09-27 | 8-K | 2021-09-27 | 8.01 Other Events | 8.01 As previously announced, on June 27, 2021, QAD Inc., a Delaware corporation (“QAD” or the “Company”, “we”, “us” or “our”) entered into an Agreement and Plan of Merger (the “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”). | tm2122038d10_8k.htm |
| 2021-08-25 | 8-K | 2021-08-25 | 2.02 Results of Operations and Financial Condition | 2.02 On August 25, 2021, QAD Inc. is issuing a press release and holding a conference call regarding its financial results for the quarter ended July 31, 2021. | qada20210824_8k.htm |
| 2021-08-13 | 8-K | 2021-08-10 | 8.01 Other Events | 8.01 As previously disclosed, on Jun 27, 2021, QAD Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (“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”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent (the “Merger”), subject to and in accordance with the terms and conditions of the Merger Agreement. | tm2122038d9_8k.htm |
| 2021-06-30 | 8-K | 2021-06-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | qada20210628_8k.htm |
| 2021-06-28 | 8-K | 2021-06-27 | 8.01 Other Events | 8.01 On June 28, 2021, QAD Inc. (the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), entered into as of June 27, 2021, by and among the Company, 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”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. | eh210163283_8k.htm |
| 2021-06-25 | 8-K | 2021-06-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 21, 2021, QAD Inc. held its annual meeting of stockholders (the "Annual Meeting"). | qada20210624_8k.htm |
| 2021-05-26 | 8-K | 2021-05-26 | 2.02 Results of Operations and Financial Condition | 2.02 On May 26, 2021, QAD Inc. is issuing a press release and holding a conference call regarding its financial results for the quarter ended April 30, 2021. | qada20210525_8k.htm |
| 2021-04-29 | 8-K | 2021-04-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 23, 2021, Mr. Lee Roberts informed the Board of Directors of QAD Inc. (“QAD”) that he does not intend to stand for reelection at its 2021 Annual Meeting of Stockholders. | qada20210429_8k.htm |
| 2021-04-07 | 8-K | 2021-04-06 | 8.01 Other Events | 8.01 On April 6, 2021, QAD Inc. (QAD) issued a press release announcing it acquired Foreign-Trade Zone Corporation (FTZ Corp.), a leading provider of cloud-based Foreign-Trade Zone software and consulting services based in Mobile, Alabama, for up to $18 million in cash. | qada20210406_8k.htm |
| 2021-03-24 | 8-K | 2021-03-24 | 2.02 Results of Operations and Financial Condition | 2.02 On March 24, 2021, QAD Inc. is issuing a press release and holding a conference call regarding its financial results for the quarter and full year ended January 31, 2021. | qada20210324_8k.htm |