-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUPkRDz6+uyG0KIjWF5jwsggDn+e2t/k5830L71JSALF6DNyEHyzErWO5ZhGKlP9 mekPp32ZI6dZYdg5tLZtGA== 0000930413-03-003577.txt : 20031209 0000930413-03-003577.hdr.sgml : 20031209 20031209161436 ACCESSION NUMBER: 0000930413-03-003577 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031209 GROUP MEMBERS: JEFFREY A. LIPKIN GROUP MEMBERS: JOSEPH JAMES FINN-EGAN GROUP MEMBERS: RECOVERY EQUITY PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QAD INC CENTRAL INDEX KEY: 0001036188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770105228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57385 FILM NUMBER: 031045063 BUSINESS ADDRESS: STREET 1: 6450 VIA REAL CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 8056846614 MAIL ADDRESS: STREET 1: 6450 VIA REAL CITY: CARPINTERIA STATE: CA ZIP: 93013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY EQUITY INVESTORS II LP CENTRAL INDEX KEY: 0001018519 IRS NUMBER: 943195147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAD BLVD STREET 2: STE 465 CITY: SAN MATEO STATE: CA ZIP: 94404-1592 BUSINESS PHONE: 4155789752 MAIL ADDRESS: STREET 1: 901 MARINERS ISLAD BLVD STREET 2: STE 465 CITY: SAN MATEO STATE: CA ZIP: 94404-1592 SC 13D/A 1 c30113_sc13da.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) QAD Inc. -------- (Name of Issuer) Common Stock, $0.001 par value per share ---------------------------------------- (Title of Class of Securities) 74727D 10 8 ----------- (CUSIP Number) James A. Mercadante, Esq. Baker & Hostetler LLP 666 Fifth Avenue New York, New York 10103 (212) 589-4206 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2003 ---------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(e), 13D-1(f) or 13D-1(g), check the following box / /. 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Recovery Equity Investors II, L.P. 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 3,002,778 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,002,778 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,778 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Recovery Equity Partners II, L.P. 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 3,002,778 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,002,778 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,778 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph James Finn-Egan 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,002,778 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,002,778 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,778 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey A. Lipkin 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,002,778 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,002,778 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,778 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% 14 TYPE OF REPORTING PERSON IN This Amendment No. 1 to the original Schedule 13D filed as of January 3, 2000 (the "Original Schedule 13D") is being filed to reflect the cash exercise of the Warrant. On December 5, 2003, REI exercised the Warrant and thereby purchased 225,000 shares of Common Stock from QAD for $7.50 per share. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Original Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Original Schedule 13D is hereby amended by changing the business address of REI, REP and Mr. Finn-Egan to: 2505 Anthem Village Drive, Suite E-622, Henderson, Nevada 89052. Item 2 of the Original Schedule 13D is hereby amended by changing the business address of Mr. Lipkin to: 650 Georgia Avenue, Palo Alto, California 94306. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The second paragraph of Item 3 of the Original Schedule 13D is hereby amended to read in its entirety as follows: The funds used to purchase Common Stock on the Closing Date, as well as the Common Stock issued upon the exercise of the Warrant, were obtained from the working capital of REI. REI obtains its working capital through capital contributions from its limited partners. ITEM 4. PURPOSE OF TRANSACTION The first paragraph of Item 4 of the Original Schedule 13D is hereby amended to read in its entirety as follows: Except as described in this Schedule 13D, REI entered into the Stock Purchase Agreement and the related agreements described below, and acquired the Warrant and the shares of Common Stock acquired by it under the Stock Purchase Agreement, as well as the shares of Common Stock subsequently acquired upon its exercise of the Warrant, for investment purposes. REI intends to review from time to time its investment in QAD and depending on such review may consider from time to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without limitation, price and availability of shares, future evaluations by REI of the business and prospects of QAD, regulatory requirements and general stock market and economic conditions, REI may determine to increase its investment or sell all or part of its investment in QAD through open-market purchases, privately negotiated transactions or otherwise. The fourth paragraph of Item 4 of the Original Schedule 13D is hereby amended to read in its entirety as follows: On December 5, 2003, REI exercised the Warrant and thereby purchased 225,000 shares of Common Stock from QAD for $7.50 per share. REI paid the exercise price in cash. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Original Schedule 13D is hereby amended to read in its entirety as follows: (a) The aggregate number of shares of Common Stock beneficially owned by each reporting person as of December 5, 2003 is 3,002,778, or approximately 9.1% of the outstanding shares of Common Stock. (b) The responses of each reporting person to Items (7) through (11) of the cover page of Amendment No. 1 to the Original Schedule 13D that relate to shares of Common Stock beneficially owned by such reporting person are incorporated herein by reference. (c) Other than as reported in Amendment No. 1 to the Original Schedule 13D, none of the Reporting Persons has effected a transaction in shares of Common Stock during the past 60 days. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities to which this Schedule 13D relates. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Partners II, L.P., Joseph J. Finn-Egan and Jeffrey A. Lipkin. Dated: December 5, 2003 RECOVERY EQUITY INVESTORS II, L.P. By: RECOVERY EQUITY PARTNERS II, L.P., its General Partner By: /s/ Joseph J. Finn-Egan -------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin -------------------------- Name: Jeffrey A. Lipkin Title: General Partner SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Joseph J. Finn-Egan and Jeffrey A. Lipkin. Dated: December 5, 2003 RECOVERY EQUITY PARTNERS II, L.P. By: /s/ Joseph J. Finn-Egan -------------------------- Name: Joseph J. Finn-Egan Title: General Partner By: /s/ Jeffrey A. Lipkin ------------------------ Name: Jeffrey A. Lipkin Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Recovery Equity Partners II, L.P. and Jeffrey A. Lipkin. Dated: December 5, 2003 By: /s/ Joseph J. Finn-Egan -------------------------- Name: Joseph J. Finn-Egan SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct and agrees that this statement may be filed jointly with Recovery Equity Investors II, L.P., Recovery Equity Partners II, L.P. and Joseph J. Finn-Egan. Dated: December 5, 2003 By: /s/ Jeffrey A. Lipkin ------------------------ Name: Jeffrey A. Lipkin -----END PRIVACY-ENHANCED MESSAGE-----