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): February 9, 2009

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.

QAD Inc. (the “Company”) revises its previous guidance for the fiscal year 2009. The Company now expects full year fiscal 2009 revenues in the range of $261 million to $263 million, down from the previous range of $274 million to $278 million primarily due to the weakening global economy and more specifically due to a slowdown in the manufacturing industry. The Company is conducting an analysis of its goodwill, long lived assets and other intangible assets and anticipates incurring a non-cash impairment charge for the fiscal 2009 year once these studies are complete. The Company retracts its previously released earnings per share guidance and will announce earnings per share at its next financial update scheduled for March 12, 2009.

Item 9.01 Financial Statements and Exhibits.

c) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of February 9, 2009, entitled “QAD Revises Fiscal 2009 Guidance”

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: February 9, 2009

By: /s/ Daniel Lender                              
Daniel Lender
Chief Financial Officer
(on behalf of the Registrant and as
Principal Financial Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated as of February 9, 2009, entitled “QAD Revises Fiscal 2009 Guidance”

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

QAD Revises Fiscal 2009 Guidance

SANTA BARBARA, Calif. —February 9, 2009 — QAD Inc. (NASDAQ: QADI), a leading provider of enterprise software solutions for global manufacturers, today announced that it has revised its previous guidance for fiscal 2009.

Due to the weakening global economy, and more specifically to a slowdown in the manufacturing sector, QAD now expects fiscal 2009 revenues in the range of $261 million to $263 million. Previously, QAD expected revenues of $274 million to $278 million. The company is conducting an analysis of its goodwill, long lived assets and other intangible assets and anticipates incurring a non-cash impairment charge for the fiscal 2009 year once these studies are complete. The company said that its prior earnings per share guidance should no longer be relied upon.

“Like so many others, QAD was not immune to the effects of a weakening global economy during our fourth quarter,” said Karl Lopker, chief executive officer of QAD. “Global manufacturing companies continue to face significant challenges related to the economy, resulting in a pullback or delay in spending, even for the mission critical software QAD provides. We are continuing to work closely with our manufacturing customers to help them make the most practical business and IT decisions possible as we navigate through these current challenges together.”

QAD will announce its full fiscal 2009 fourth quarter and full year results on March 12, 2009.

About QAD
QAD is a leading provider of enterprise applications for global manufacturing companies. QAD applications provide critical functionality 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. Manufacturers of automotive, consumer products, electronics, food and beverage, industrial and life science products use QAD applications at approximately 6,100 licensed sites in more than 90 countries and in as many as 27 languages. For more information about QAD, telephone +1-805-684-6614, or visit the QAD Web site at www.qad.com.

QAD Inc.
2-2-2

“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 2008 ended January 31, 2008.