0000899243-15-001237.txt : 20150715 0000899243-15-001237.hdr.sgml : 20150715 20150715152814 ACCESSION NUMBER: 0000899243-15-001237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150714 FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150715 ISSUER: 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: 1231 BUSINESS ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 8055666000 MAIL ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vardeman Ryan L. CENTRAL INDEX KEY: 0001574629 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 15989255 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Capital Management, LLC CENTRAL INDEX KEY: 0001494018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 15989256 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Value Fund, LP CENTRAL INDEX KEY: 0001387846 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 15989257 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 FORMER NAME: FORMER CONFORMED NAME: PALOGIC VALUE FUND LP DATE OF NAME CHANGE: 20070125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Value Management, L.P. CENTRAL INDEX KEY: 0001532943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 15989258 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-14 1 0001036188 QAD INC QADA, QADB 0001532943 Palogic Value Management, L.P. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 1 0 0001387846 Palogic Value Fund, LP 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 1 0 0001494018 Palogic Capital Management, LLC 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 1 0 0001574629 Vardeman Ryan L. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 1 0 Class A Common Stock 2015-07-14 4 P 0 223629 A 290889 I See Footnotes Class B Common Stock 2015-07-14 4 S 0 260463 D 75000 I See Footnotes The transactions reported in this statement are with respect to different classes of securities and, therefore, are not matchable transactions for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"). See Gibbons v. Malone, 801 F. Supp. 2d 243 (S.D.N.Y. 2011), aff'd, 703 F.3d 595 (2d Cir. 2013). Pursuant to a share exchange agreement, dated July 14, 2015 (the "Exchange Agreement"), by and between Pamela M. and Karl F. Lopker, as Trustees of the Lopker Living Trust dated November 18, 2013 (the "Lopker Trust"), and Palogic Value Fund, L.P. ("Palogic Value Fund"), Palogic Value Fund agreed to transfer 260,463 shares of Class B Common Stock of QAD Inc. (the "Issuer"), par value $0.001 per share ("Class B Shares"), to the Lopker Trust, and the Lopker Trust agreed to transfer 223,629 shares of Class A Common Stock of the Issuer, par value $0.001 per share ("Class A Shares"), to Palogic Value Fund. The transfer of Class B Shares in exchange for Class A Shares occurred concurrently with the execution and delivery of the Exchange Agreement, which was an arms-length transaction for in-kind rather than cash consideration and, accordingly, does not have a per-share price. This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P. ("Palogic Value Management"), Palogic Value Fund, Palogic Capital Management, LLC ("Palogic Capital Management") and Ryan L. Vardeman. Palogic Value Fund is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management is the investment manager and general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Management. Ryan Vardeman is the sole member of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Capital Management. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) PALOGIC VALUE MANAGEMENT, L.P., By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2015-07-15 PALOGIC VALUE FUND, L.P., By: Palogic Value Management, L.P., Its: General Partner, By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2015-07-15 PALOGIC CAPITAL MANAGEMENT, LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2015-07-15 RYAN L. VARDEMAN, /s/ Ryan L. Vardeman 2015-07-15 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                             JOINT FILER INFORMATION

                           Other Reporting Person(s)

1.       PALOGIC VALUE FUND, L.P.

                Item                                  Information

Name:                                  PALOGIC VALUE FUND, L.P.

Address:                               5310 Harvest Hill Road, Suite 110,
                                       Dallas, Texas 75230

Designated Filer:                      Palogic Value Management, L.P.

Date of Event Requiring Statement      July 14, 2015
(Month/Day/Year):


Issuer Name and Ticker or Trading      QAD Inc. [QADA, QADB]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:      Palogic Value Management, L.P.
                                       Its:     General Partner

                                       By:      Palogic Capital Management, LLC
                                       Its:     General Partner

                                       By:      /s/ Ryan L. Vardeman
                                                --------------------------------
                                       Name:    Ryan L. Vardeman
                                       Title:   Sole Member
                                       Date:    July 15, 2015

2.       PALOGIC CAPITAL MANAGEMENT, LLC

                Item                                  Information

Name:                                  PALOGIC CAPITAL MANAGEMENT, LLC

Address:                               5310 Harvest Hill Road, Suite 110,
                                       Dallas, Texas 75230

Designated Filer:                      Palogic Value Management, L.P.

Date of Event Requiring Statement      July 14, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      QAD Inc. [QADA, QADB]
Symbol:

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       By:      /s/ Ryan L. Vardeman
                                                --------------------------------
                                       Name:    Ryan L. Vardeman
                                       Title:   Sole Member
                                       Date:    July 15, 2015

3.       RYAN L. VARDEMAN

                Item                                  Information

Name:                                  RYAN L. VARDEMAN


Address:                               5310 Harvest Hill Road, Suite 110,
                                       Dallas, Texas 75230

Designated Filer:                      Palogic Value Management, L.P.

Date of Event Requiring Statement      July 14, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      QAD Inc. [QADA, QADB]
Symbol:


Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       /s/ Ryan L. Vardeman
                                       -----------------------------------------
                                       Date:    July 15, 2015
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2
                             JOINT FILING AGREEMENT

                                  July 15, 2015

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.

        Date:    July 15, 2015          PALOGIC VALUE MANAGEMENT, L.P.

                                        By:      Palogic Capital Management, LLC
                                        Its:     General Partner

                                        By:      /s/ Ryan L. Vardeman
                                                 -------------------------------
                                        Name:    Ryan L. Vardeman
                                        Title:   Sole Member

                                        PALOGIC VALUE FUND, L.P.

                                        By:      Palogic Value Management, L.P.
                                        Its:     General Partner

                                        By:      Palogic Capital Management, LLC
                                        Its:     General Partner

                                        By:      /s/ Ryan L. Vardeman
                                                 -------------------------------
                                        Name:    Ryan L. Vardeman
                                        Title:   Sole Member

                                        PALOGIC CAPITAL MANAGEMENT, LLC

                                        By:      /s/ Ryan L. Vardeman
                                                 -------------------------------
                                        Name:    Ryan L. Vardeman
                                        Title:   Sole Member

                                        RYAN L. VARDEMAN

                                        /s/ Ryan L. Vardeman
                                        -------------------------------