Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of the Company's issued and outstanding shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and Class B Common Stock, par value $0.001 per share ("Class B Common Stock" and, together with Class A Common Stock, the "Shares") (other than (i) the Shares issued and held by the Company or any of the Company's direct or indirect wholly owned subsidiaries, and the Shares owned by Parent, Merger Sub, or any of their respective direct or indirect wholly owned subsidiaries, in each case immediately prior to the Effective Time, (ii) certain shares of Class A Common Stock held by Pamela M. Lopker, the Lopker Living Trust dated November 18, 2013, the Estate of Karl F. Lopker, and Ms. Lopker's children, Bo Lopker and Juliana Lopker, that are subject to Contribution and Exchange Agreements with QAD Ultimate Parent, LP (f/k/a Project Quick Ultimate Parent, LP) and (iii) the Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted in favor of the adoption of the Merger Agreement or consented thereto in writing and whose holders have properly exercised and validly perfected appraisal rights with respect to such Shares in accordance with, and who have complied with, Section 262 of the DGCL), were converted automatically at the Effective Time into the right to receive from Parent $87.50 in cash per Share (the "Merger Consideration"), without interest and subject to any withholding taxes required by applicable law, and the holders of such Shares shall cease to have any rights with respect thereto, except the Merger Consideration and the right to receive dividends and other distributions, in each case, in accordance with the terms and conditions set forth in the Merger Agreement.

In addition, at the Effective Time:





·            each outstanding stock appreciation right granted pursuant to the
             Company stock incentive plan (each, a "Company SAR"), that is vested
             immediately prior to the Effective Time or that vests solely as a
             result of the consummation of the Merger (each, a "Vested Company
             SAR"), was cancelled and automatically converted into the right to
             receive an amount in cash equal to the product of (A) the aggregate
             number of Shares subject to such Vested Company SAR multiplied by
             (B) the excess, if any, of the Merger Consideration over the
             applicable per share exercise price under such Vested Company SAR,
             subject to any required withholding of taxes. Amounts payable in
             respect of the cancelled Vested Company SARs will be paid promptly
             following the Effective Time (and in no case later than five days
             following the Effective Time);
·            each outstanding Company SAR award that is unvested as of
             immediately prior to the Effective Time that is not a Vested Company
             SAR (each, an "Unvested Company SAR") was cancelled and replaced
             with a right to receive an amount in cash, without interest, equal
             to the product of (A) the aggregate number of Shares subject to such
             Unvested Company SAR multiplied by (B) the excess, if any, of the
. . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


            Standard; Transfer of Listing.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the closing of the Merger, the Company notified NASDAQ Global Select Market ("Nasdaq") that the Merger had been consummated and, as a result, trading of the Shares on Nasdaq has been halted prior to the opening of Nasdaq on the Closing Date. The Company requested Nasdaq to file with the SEC a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Shares from Nasdaq and the deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a Form 15 suspending the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

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.

Item 5.01. Changes in Control of Registrant.

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.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Merger, as contemplated by the Merger Agreement, each of the Company's directors immediately prior to the Effective Time resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective immediately following the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, Anton Chilton and Daniel Lender, the directors of Merger Sub, became and constitute the only directors of the surviving corporation, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

At the Effective Time, the officers of the Company became and constitute the only officers of the surviving corporation, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


            Year.

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.

Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.




 Item 8.01. Other Events.

On November 5, 2021, the Company issued a press release (the "Press Release") announcing the closing of the Merger.

A copy of that press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.    Description of Exhibit
  2.1            Agreement and Plan of Merger, dated June 27, 2021 by and among QAD
               Inc., Project Quick Parent, LLC and Project Quick Merger Sub, Inc.
               (incorporated herein by reference to Exhibit 2.1 to the Current Report
               on Form 8-K filed by the Company on June 30, 2021).

  3.1            Amended and Restated Certificate of Incorporation of QAD Inc.

  3.2            Amended and Restated Bylaws of QAD Inc.

  99.1           Press Release, dated November 5, 2021.

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

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