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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)
April 23, 1998
ROSS SYSTEMS, INC.
(Exact name of registrant as specified in its charger)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
0-19092 94-2170198
(Commission File Number) (I.R.S. Employer Identification Number)
2 Concourse Parkway, Suite 800
ATLANTA, GEORGIA 30328
(Address of principal executive offices)
(770) 351-9600
(Registrant's telephone number, including area code)
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ROSS SYSTEMS, INC.
FORM 8-K
APRIL 23, 1998
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS (in accordance with Item 601 of Regulation S-K)
4.1 Warrant Exercise Notice between Ross Systems, Inc. (the
"Company") and Fletcher International Limited, a Cayman Islands
company ("Fletcher"), dated April 23, 1998.
4.2 Conversion Notice between the Company and Fletcher dated April
24, 1998.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
WARRANT EXERCISE AND CANCELLATION. On April 23, 1998, Ross Systems, Inc.,
a California corporation (the "Company"), issued and sold 353,000 shares of its
Common Stock (the "Common Shares") to Fletcher International Limited, a Cayman
Islands company ("Fletcher"), upon the exercise of a warrant to purchase 640,000
shares of the Company's Common Stock (the "Warrant") issued by the Company to
Fletcher on July 3, 1996. The Company and Fletcher also agreed to cancel the
remaining 287,000 shares of Common Stock subject to the Warrant (the
"Cancellation"). The issuance of the Common Shares and the Cancellation were
agreed to by the parties pursuant to the Warrant Exercise Notice filed as
Exhibit 4.1 to this Current Report on Form 8-K.
The aggregate exercise price for the Common Shares paid by the Company to
Fletcher was $1,141,946, representing a per share exercise price of $3.234975.
The Company and Fletcher agreed to reduce the exercise price from that set forth
in the warrant certificate, dated July 3, 1996, representing the Warrant in
consideration for the Cancellation.
CONVERSION OF PREFERRED STOCK. On April 24, 1998, the Company issued and
sold 286,633 shares of its Common Stock (the "Conversion Shares") to Fletcher
upon the conversion of 107 shares of Series E Preferred Stock issued and sold by
the Company to Fletcher on January 6, 1997. Because this transaction involved
the exchange of one security for another security, no additional consideration
was paid by Fletcher to the Company.
The sales and issuances of securities in the transactions described above
were deemed to be exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance upon Regulation S promulgated under
the Securities Act, as offers and sales of equity securities by a domestic
issuer outside the United States. In connection with the issuance of the Common
Shares, Fletcher represented that it is not a "U.S. person" (as defined in Rule
902 of Regulation S) and that the Warrant is not being exercised within the
United States, and both the Company and Fletcher have instituted procedures to
ensure that the Common Shares will not be delivered within the United States.
Throughout its relationship with the Company, Fletcher had adequate access to
information about the Company.
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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: May 6, 1998 /s/ DENNIS V. VOHS
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Dennis V. Vohs
President and Chief Executive Officer
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ROSS SYSTEMS, INC.
Report on Form 8-K
dated April 23, 1998
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT NAME
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4.1 Warrant Exercise Notice between Ross Systems, Inc. (the "Company")
and Fletcher International Limited, a Cayman Islands company
("Fletcher"), dated April 23, 1998.
4.2 Conversion Notice between the Company and Fletcher dated April 24,
1998.
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[FLETCHER INTERNATIONAL LIMITED LETTERHEAD]
April 23, 1998
DELIVERED VIA FACSIMILE (770) 351-0036
Ross Systems, Inc.
Two Concourse Parkway, Suite 800
Atlanta GA, 30328
Attention: Stan Stoudenmire, Vice President and Chief Financial Officer
RE: WARRANT NO. 96A
Dear Mr. Stoudenmire:
1. Fletcher International Limited ("Fletcher") is the registered holder of
the above-referenced warrant (the "Warrant") issued by Ross Systems,
Inc. ("Ross"), and hereby elects to exercise (effective upon
acknowledgment hereof) the Warrant to purchase 353,000 shares (the
"Shares") of Common Stock, without par value, or Ross and on the
Issue Date shall tender $1,141,946 (the "Warrant Consideration")
(representing a per share exercise price of $3.234975) by wire transfer
to the account of Ross, as payment in full for all such Warrant
Shares. In consideration of the reduction in the exercise price from that
set forth in the second paragraph on page two of the Warrant Certificate
dated July 3, 1996 representing the Warrant (the "Warrant Certificate"),
Fletcher agrees that the Warrant shall be canceled (the "Cancellation")
with respect to the remaining 287,000 Warrant Shares (as defined in the
Warrant Certificate) subject to the Warrant.
2. By acknowledging this Warrant Exercise Notice, Ross hereby agrees that,
notwithstanding anything to the contrary in the Warrant Certificate or
the Subscription Agreement dated June 28, 1996, as amended, by and
between Ross and Fletcher (the "Agreement"), (1) the Warrant
Consideration, together with the Cancellation, represents payment in
full for all 353,000 Shares, and (II) the terms of this Warrant
Exercise Notice shall govern in the event of any conflict.
3. Fletcher hereby represents and warrants that (i) Fletcher is not a "U.S.
person" as defined in Rule 902 of Regulation S promulgated under the
Securities Act of 1933, as amended, and (ii) the Warrant is not being
exercised within the United States. Ross and Fletcher have instituted
procedures to ensure that the Shares will not be delivered within the
United States.
4. The Shares shall be represented by three certificates, each representing
100,000 of the Shares, and one certificate representing 53,000 of the
Shares. None of the certificates shall bear any restrictive legend and
no stop order shall be ordered or in place with respect to such
certificates. Immediately prior to payment of the Warrant Consideration,
Ross shall present
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Page 2 Exercise Notice
copies of such certificates to Fletcher, by facsimile or otherwise.
Physical certificates representing the Shares shall be delivered within
five business days following the date hereof (subject to physical
receipt of the Warrant Certificate by Ross or its agent at or prior to
such time), to the address and in the name set forth below.
Fletcher International Limited
c/o Midland Bank Trust (Cayman) Limited
P.O. Box 1109, Mary Street
Grand Cayman, Cayman Islands
British West Indies
Attention: Pamela Clements
Telephone: (345) 949-7755
5. Section 8(c) and (d) of the Agreement do not apply to the transactions
contemplated hereby.
FLETCHER INTERNATIONAL LIMITED
By: /s/ Alphonzo Fletcher, Jr.
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Name: Alphonzo Fletcher, Jr.
Title: Director
By: /s/ Michael Austin
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Name: Michael Austin
Title: Director
AGREED AND ACKNOWLEDGED:
ROSS SYSTEMS, INC.
By: /s/ Dennis V. Vohs
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Name: Dennis V. Vohs
Title: Chairman & CEO
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[FLETCHER INTERNATIONAL LIMITED LETTERHEAD]
April 24, 1998
DELIVERED VIA FACSIMILE (770) 351-0036
Ross Systems, Inc.
Two Concourse Parkway, Suite 800
Atlanta GA, 30328
Attention: Stan Stoudenmire, Vice President and Chief Financial Officer
Dear Mr. Stoudenmire:
1. The undersigned is the registered holder of 107 shares of Series E
Convertible Preferred Stock (the "Series E Convertible Preferred Stock")
of Ross Systems, Inc. ("Ross"), represented by certificate No. E-3 which
constitutes the undersigned's entire holdings of Preferred Stock of Ross
(the "Certificate"), the rights of which are set forth in the
Certificate of Determination of Rights, Preferences, Privileges and
Restrictions of Series E Preferred Stock of Ross (the "Certificate of
Determination") which was filed with the Secretary of State of the State
of California on December 17, 1996.
2. In accordance with the terms of Section 3(c) of the Certificate of
Determination, the undersigned hereby delivers this Conversion Notice
and hereby converts the 107 shares of Series E Convertible Preferred
Stock, based upon a Conversion Price (as defined in the Certificate of
Determination) equal to $3.733, as a result of which 286,633 shares (the
"Shares") of Common Stock of Ross (the "Common Stock") shall be issuable
by Ross in the name of the undersigned.
3. The Shares shall be represented by two certificates, each representing
100,000 of the Shares, and one certificate representing 86,633 of the
Shares. None of the certificates shall bear any restrictive legend and
no stop order shall be ordered or in place with respect to such
certificates. Physical certificates representing the Shares shall be
delivered within four business days following the date hereof, to the
address and in the name set forth below.
Fletcher International Limited
c/o Midland Bank Trust (Cayman) Limited
P.O. Box 1109, Mary Street
Grand Cayman, Cayman Islands
British West Indies
Attention: Pamela Clements
Telephone: (345) 949-7755
4. Section 8(c) and (d) of the Agreement do not apply to the transactions
contemplated hereby.
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PAGE 2 CONVERSION NOTICE
FLETCHER INTERNATIONAL LIMITED
BY: /s/ Alphonzo Fletcher, Jr.
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NAME: Alphonzo Fletcher, Jr.
TITLE: Director
BY: /s/ Michael Austin
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NAME: Michael Austin
TITLE: Director
AGREED AND ACKNOWLEDGED:
ROSS SYSTEMS, INC.
BY: /s/ Dennis V. Vohs
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NAME: Dennis V. Vohs
Title: Chairman & CEO
