0001181431-13-022689.txt : 20130418 0001181431-13-022689.hdr.sgml : 20130418 20130418161145 ACCESSION NUMBER: 0001181431-13-022689 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130415 FILED AS OF DATE: 20130418 DATE AS OF CHANGE: 20130418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vardeman Ryan L. CENTRAL INDEX KEY: 0001574629 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 13769389 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 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: 0131 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: Palogic Value Fund, LP CENTRAL INDEX KEY: 0001387846 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 13769391 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 Capital Management, LLC CENTRAL INDEX KEY: 0001494018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 13769390 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 Management, L.P. CENTRAL INDEX KEY: 0001532943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 13769392 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 3 1 rrd377124.xml FORM 3 X0206 3 2013-04-15 0 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 77860 I See Footnotes Class B Common Stock 314391 I See Footnotes This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P., Palogic Value Fund, L.P., Palogic Capital Management, LLC 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 Securities Exchange Act of 1934, as amended (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 2013-04-18 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 2013-04-18 PALOGIC CAPITAL MANAGEMENT, LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2013-04-18 /s/ Ryan L. Vardeman 2013-04-18 EX-99.1 2 rrd338943_382926.htm JOINT FILER INFORMATION rrd338943_382926.html 
                                                                    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      April 15, 2013
(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:  April 18, 2013


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      April 15, 2013
(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:  April 18, 2013


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      April 15, 2013
(Month/Day/Year):

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

Relationship of Reporting              10% Owner
Person(s) 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: April 18, 2013
EX-99.2 3 rrd338943_382927.htm JOINT FILING AGREEMENT rrd338943_382927.html 
                                                                    EXHIBIT 99.2
                             JOINT FILING AGREEMENT

                                 April 18, 2013

        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:    April 18, 2013        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
                                       ----------------------------------------