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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)
February 24, 1997
ROSS SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State or other jurisdiction of incorporation or organization)
0-19092 94-2170198
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Commission File Number (I.R.S. Employer Identification Number)
1100 Johnson Ferry Road
Atlanta, Georgia 30342
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(Address of principal executive offices)
(404)851-1872
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(Registrant's telephone number, including area code)
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ROSS SYSTEMS, INC.
FORM 8-K
FEBRUARY 24, 1997
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On February 24, 1997, Registrant delivered 200,000 shares of its Common
Stock to the three shareholders of two Spanish corporations in consideration
for the outstanding shares of those companies. An additional 16,470 shares of
Registrant's Common Stock have been issued in the acquisition but are being
held in escrow for one year. The three shareholders are non-U.S. citizens and
residents of Spain. The number of shares issued depended on a formula based
on the market price of Registrant's Common Stock over a period that ended on
the day before the delivery. The issuance of the shares to the shareholders
was not registered under the Securities Act of 1933 in reliance on the
exemption afforded by Regulation S. The transaction was negotiated directly
by Registrant and the management of the Spanish companies and their
respective legal counsel. No underwriters were involved in the issuance of
the shares to the shareholders of the Spanish companies. Resale of the shares
by the shareholders of the two Spanish companies has been registered under
the Securities Act of 1933.
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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 hereunder duly authorized.
ROSS SYSTEMS, INC.
Date: February 24, 1997 /S/ JAMES A. WATTS, JR.
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James A. Watts, Jr.
Vice President, Finance and Administration
and Chief Financial Officer
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