8-K

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): May 17, 2010

QAD Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-22823	77-0105228
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Innovation Place, Santa Barbara, California	93108
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 566-6000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The information in this Report, including the Exhibit 99.1, is furnished pursuant to Item 2.02 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, unless expressly set forth by specific reference in such filing.

On May 17, 2010, QAD Inc. issued a press release announcing preliminary financials results for the fiscal 2011 first quarter. A copy of this press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

c) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of May 17, 2010, entitled “QAD Announces Preliminary Financials Results for Fiscal 2011 First Quarter”

Signatures

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 thereunto duly authorized.

	QAD Inc. (Registrant)
Date: May 17, 2010	By:	/s/ Daniel Lender
		Daniel Lender Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For More Information, Contact:
John Neale
QAD Senior Vice President and Treasurer
805.566.5117
investor@qad.com  
Laurie Berman/Rob Whetstone
PondelWilkinson Inc.
310.279.5980
investor@pondel.com

QAD ANNOUNCES PRELIMINARY FINANCIAL RESULTS
FOR FISCAL 2011 FIRST QUARTER

SANTA BARBARA, Calif. May 17, 2010 — QAD Inc. (NASDAQ: QADI), a leading provider of enterprise software solutions for global manufacturers, today provided preliminary financial results for the fiscal 2011 first quarter ended April 30, 2010.

Based on preliminary estimates, QAD anticipates total revenue for the fiscal first quarter will be in the range of $50 million to $51 million. Previously, QAD said that it expected total revenue for the first quarter of approximately $54 million.

Given the current revenue estimates for the fiscal first quarter, QAD now expects to report a loss per share of $0.04 to $0.05. Previously the company said it expected fully diluted earnings per share to be approximately $0.03.

“Although we did not meet our revenue expectations during our first quarter, we are seeing increased activity at our manufacturing customers, although capacity utilization is still below pre-recession levels. This is leading to a corresponding increase in our near term pipeline. As a result, we believe that our existing business model and plans are appropriate for the current environment. In addition, this quarter we continued to see important progress in our On Demand business and we were able to generate significant operating cash flow, strengthening our balance sheet” said Karl Lopker, CEO.

QAD will report its complete fiscal 2011 first quarter financial results on Thursday, May 27, 2010 and will host a conference call at 2:00 p.m. PST that day to discuss the company’s financial results, operations and outlook. The call will be accessible through a live webcast at QAD’s web site at www.qad.com. The webcast will be archived and available for approximately one year.

About QAD
QAD is a leading provider of enterprise applications for global manufacturing companies specializing in automotive, consumer products, electronics, food and beverage, industrial and life science products. QAD applications provide critical functionality

QAD Inc.
2-2-2

for managing manufacturing resources and operations within and beyond the enterprise, enabling global manufacturers to collaborate with their customers, suppliers and partners to make and deliver the right product, at the right cost and at the right time. For more information about QAD, telephone +1 805-566-6000, or visit the QAD web site at www.qad.com.

“QAD” is a registered trademark of QAD Inc. All other products or company names herein may be trademarks of their respective owners.

Note to Investors:

This press release contains certain forward-looking statements made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. A number of risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements. These risks include, but are not limited to, evolving demand for the company’s software products and products that operate with the company’s products; the company’s ability to sustain license and service demand; the company’s ability to leverage changes in technology; the company’s ability to sustain customer renewal rates at current levels; the publication of opinions by industry and financial analysts about the company, its products and technology; the reliability of estimates of transaction and integration costs and benefits; the entry of new competitors or new offerings by existing competitors and the associated announcement of new products and technological advances by them; delays in localizing the company’s products for new or existing markets; the ability to recruit and retain key personnel; delays in sales as a result of lengthy sales cycles; changes in operating expenses, pricing, timing of new product releases, the method of product distribution or product mix; timely and effective integration of newly acquired businesses; general economic conditions; exchange rate fluctuations; and, the global political environment. In addition, revenue and earnings in the enterprise resource planning (ERP) software industry are subject to fluctuations. Software license revenue, in particular, is subject to variability with a significant proportion of revenue earned in the last month of each quarter. Given the high margins associated with license revenue, modest fluctuations can have a substantial impact on net income. Investors should not use any one quarter’s results as a benchmark for future performance. For a more detailed description of the risk factors associated with the company and the industries in which it operates, please refer to the company’s Annual Report on Form 10-K for fiscal 2010 ended January 31, 2010.

# # #