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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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QAD INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0105288
(State of Incorporation) (IRS Employer I.D. No.)
6450 VIA REAL
CARPINTERIA, CALIFORNIA 93013
(Address of principal executive offices, including zip code)
If this form relates to If this form relates to the
the registration of a registration of a class of
class of debt securities debt securities and is to
and is effective upon become effective
filing pursuant to simultaneously with the
General Instruction effectiveness of a concurrent
A(c)(1) please check the registration statement under
following box. / / the Securities Act of 1933,
effective upon filing pursuant
to General Instruction A(c)(2)
please check the following
box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK. The description of the common stock, par value $.001
(the "Common Stock"), of QAD Inc., a Delaware corporation (the "Registrant") is
incorporated herein by reference to the information presented under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (the "Form S-1"), Registration No. 333-28441, filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). In the event the Registrant subsequently files
a prospectus pursuant to Rule 424(b) under the Securities Act with the
Commission, the description of the Common Stock of the Registrant shall be
deemed to be incorporated by reference to the information presented under the
caption "Description of Capital Stock" in such prospectus and not be deemed to
be incorporated by reference to the Form S-1.
Such summary does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Registrant's Certificate
of Incorporation, as amended and the certificates representing the Registrant's
Common Stock, which are exhibits to the Form S-1 and are incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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2.1 Certificate of Incorporation of the Registrant (filed as Exhibit 3.5
to the Form S-1).(1)
2.2 Certificate of Amendment of the Registrant (filed as Exhibit 3.7 to
the Form S-1).(2)
2.3 Certificate of Merger of the Registrant (filed as Exhibit 3.8 to the
Form S-1).(3)
2.4 Bylaws of the Registrant (filed as Exhibit 3.9 to the Form S-1).(4)
2.5 Specimen Certificate of Common Stock (filed as Exhibit 4.1 to the Form
S-1).(5)
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(1) Incorporated by reference to Exhibit 3.5 to the Form S-1 (File No.
333-28441).
(2) Incorporated by reference to Exhibit 3.7 to the Form S-1 (File No.
333-28441).
(3) Incorporated by reference to Exhibit 3.8 to the Form S-1 (File No.
333-28441).
(4) Incorporated by reference to Exhibit 3.9 to the Form S-1 (File No.
333-28441).
(5) Incorporated by reference to Exhibit 4.1 to the Form S-1 (File No.
333-28441).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
QAD INC., a Delaware corporation
(Registrant)
Date: July 10, 1997 By:/s/ KARL F. LOPKER
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Karl F. Lopker
President
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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2.1 Certificate of Incorporation of
the Registrant (filed as
Exhibit 3.5 to the Form S-1,
Commission File No. 333-28441) +
2.2 Certificate of Amendment of
the Registrant (filed as
Exhibit 3.7 to the Form S-1,
Commission File No. 333-28441) +
2.3 Certificate of Merger of the
Registrant (filed as Exhibit 3.8
to the Form S-1, Commission File
No. 333-28441)
2.4 Bylaws of the Registrant (filed
as Exhibit 3.9 to the Form S-1,
Commission File No. 333-28441) +
2.5 Specimen Certificate of Common
Stock (filed as Exhibit 4.1 to
the Form S-1, Commission File
No. 333-28441) +
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+ Incorporated by reference pursuant to Rule 12b-32.
