ROSS SYSTEMS INC/CA
8-K, 1999-04-02
PREPACKAGED SOFTWARE
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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 2, 1999 (April 1, 1999)

                              ROSS SYSTEMS, INC.
                              ------------------
          (Exact name of registrant as specified in its charter)

                                  DELAWARE
                                  --------
      (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 2, 1999


ITEM 5.  OTHER EVENTS

     On April 1, 1999, Ross Systems, Inc. announced preliminary results 
regarding its earnings for the third quarter of fiscal 1999 ended March 31, 
1999.  The press release has been filed as an exhibit to this Report on Form 
8-K.

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  EXHIBITS (in accordance with Item 601 of Regulation S-K)


              99.1  Press Release of Ross Systems, Inc. announcing the 
                    preliminary results regarding earnings for the third 
                    quarter of fiscal 1999 ended March 31, 1999.

<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunder duly authorized.

                                     ROSS SYSTEMS, INC.

Date:  April 1, 1999



                                     /s/ ROBERT B. WEBSTER 
                                     ------------------------------------
                                     Robert B. Webster,
                                     Vice President and Chief Financial Officer



<PAGE>

                              ROSS SYSTEMS, INC.

                              Report on Form 8-K
                              dated April 2, 1999


                              INDEX TO EXHIBITS


EXHIBIT
NUMBER                                  EXHIBIT NAME
- -------------------------------------------------------------------------------

 99.1     Press Release of Ross Systems, Inc. announcing the preliminary 
          results regarding earnings for the third quarter of fiscal 1999 
          ended March 31, 1999.






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                                                                   EXHIBIT 99.1

[LOGO]                                                            PRESS RELEASE

FOR MORE INFORMATION:

Dennis Vohs, Ross Systems, Inc. - 770/351-9600, Ext. 3058

                    ROSS SYSTEMS DISCUSSES PRELIMINARY 3RD 
                               QUARTER RESULTS

     Atlanta, GA, April 1, 1999 - Ross Systems, Inc. (NASDAQ: ROSS), a 
leading provider of enterprise software solutions for mid-market process 
manufacturers, announced today that it would not meet investment analysts' 
earnings estimates for its third fiscal quarter of 1999 ended March 31, 1999. 

     Software product license revenue will fall below analyst expectations.  
The Company's CFO, Robert Webster, reported that the impact of the shortfall 
of revenues on earnings will be reported during its scheduled earnings 
release after the Company and its auditors have reviewed software license 
contracts to determine the amount of revenue to be recognized from agreements 
executed during the period.

     During the quarter, the Company experienced a decline in the "sense of 
urgency" of prospective customers to finalize agreements.  The shift in the 
percentage of prospects targeting a Year 2000 implementation appears to have 
reduced the urgency.  The Company is implementing sales strategies to address 
this closure speed of customer commitments.

     On a positive note, the Company's Chairman and CEO, Dennis Vons, made 
the following comments:  "We continued to see improvement in our European 
operations; sales of the Company's Renaissance CS REP System on Microsoft's 
Windows NT platform continue to be solid; and the Company shipped to eight 
sites its Microsoft SQL Server 7.0 version of Renaissance CS." (These were 
the Company's initial shipments of SQL Server).

     The Company is scheduled to announce the results for the quarter on 
April 22, 1999.  The Company will also hold a conference call on Monday, 
April 5, 1999, at 9:00AM EST.  The conference call-in number is 212/346-0291.

     Statements in this announcement which express that the Company 
"believes", "anticipates", "expects", "plans to.." or "should begin to" as 
well as other statements which are not historical fact, are forward looking 
statements within the meaning of the Private Securities Litigation Reform Act 
of 

<PAGE>

1995.  Actual events or results may differ materially as a result of the 
risks and uncertainties, including quarterly fluctuation of software product 
license revenue, weakening of customer demand, the Company's maintenance of a 
minimal backlog, intense competition, and other risks and uncertainties 
described in reports filed by the Company with the SEC, including the annual 
report on Form 10-K filed for the year ended June 30, 1998 and the quarterly 
report on Form 10-Q for the quarter ended September 30, 1998, and December 
31, 1998, as well as risks and uncertainties described in the Company's 
registration statements on Form S-3 filed with the SEC in September 1998.

     Ross Systems, Inc. is a leading provider of enterprise software 
solutions for the process manufacturing, healthcare, and public sector 
markets.  Ross Systems solutions are differentiated by their strong fit to 
specific industries, their strong product functionality and integration, and 
the firm's ability to produce rapid results and ROI for its mid-market 
clients. The flagship product, Renaissance CS-Registered Trademark-, 
comprises a broad range of applications including financials, manufacturing, 
supply chain management, maintenance management, transportation management, 
materials management, and human resources/payroll. More than 3200 companies 
around the world use Renaissance CS in open systems environments including NT 
and UNIX. Ross Systems employs over 650 professionals in more than 60 offices 
around the world to serve its customers. Ross Systems, Inc, Two Concourse 
Parkway, Suite 800, Atlanta, Georgia 30328, 770-351-9600, 1-877-ROSS-INC, 
www.rossinc.com.  Investors looking for Ross Systems press releases, SEC 
filings, current price quotes and other information may visit 
www.hawkassociates.com, or contact Frank N. Hawkins, Jr. or Julie Marshall at 
Hawk Associates, Inc, 305-852-2383.

                                      ###

Renaissance CS is a registered trademark and GEMBASE is a trademark of Ross 
Systems, Inc.  Microsoft, Microsoft Windows NT, Windows, and Windows NT are 
either registered trademarks of Microsoft Corp. in the United States and/or 
other countries.  Solaris is a trademark of Sun Microsystems, Inc.  All other 
trademarks are the property of their respective holders.



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