QAD, Inc.
Ticker:QADI 6450 Via Real
Exchange:NASDAQ-National Market Carpinteria, CA 93013
Industry:High-Tech (SIC Code 7372) (805) 684-6614

Offering Information
Type of Shares:Common Shares Filing Date:6/3/97
U.S. Shares:4,600,000 Offer Date:8/5/97
Non-U.S. Shares:1,150,000 Filing Range:$15.00 - $16.00
Primary Shares:5,750,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $89,125,000 Selling:$0.63
Expenses:$1,800,000 Reallowance:$0.10
Shares Out After:28,274,234

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
Cowen & CompanyCo-manager (212) 495-6000
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Milbank, Tweed, Hadley & McCloy
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: Firstar Bank Milwaukee, N.A.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/31/97 4/30/97 4/30/96 4/30/97
Revenue:$126.44$32.07$20.12Assets:$81.19
Net Income:$1.00$0.56-$7.32Curr Assets:
EPS:$0.04$0.02-$0.33Liabilities:$70.24
Prior EPS:-$0.03-$2.05-$0.01Curr Liabilities:
Cash Flow/Oper:$6.66Equity:$10.95
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of Enterprise Resource Planning software for multinational and other large manufacturing companies. The company's software solutions are designed to facilitate global management of resources and information to allow manufacturers to reduce order fulfillment cycle times and inventories, improve operating efficiencies and measure critical company performance criteria against defined business plan objectives. The flexibility of the company's products also helps manufacturers adapt to growth, organizational change, business process reengineering, supply chain management and other challenges. The companies principal product, MFG/PRO software, is specifically designed fore deployment at the plant or division level of global manufacturers in five targeted industry segments -- industrial/electronics, food/beverage, consumer packaged goods, medical and automotive.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness, to fund capital and other investments and for working capital and general corporate purposes.

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