<PAGE>
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.