Odd Lot Index

QAD INC

Terms unclear

Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
StatusClosed
Closing date2003-04-21
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdNot stated
Must tick the odd-lot box on the formNot stated

Where each of these comes from

Every line above was read out of the filing. Here is the wording it was read from, so you can check it.

expiry = 2003-04-21...urchase for Cash Up to 2,600,000 Shares of its Common Stock At a Purchase Price Not in Excess of $5.25 Per Share Nor Less than $4.75 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, APRIL 21, 2003, UNLESS THE TENDER OFFER IS EXTENDED. QAD Inc., a Delaware corporation, is offering to purchase up to 2,600,000 shares of its common stock, par value $.001 per share, at prices specified by you that are not in excess of $5.25 per share nor...
mechanism = DUTCH...discussion. Who is offering to purchase my shares? QAD Inc. is offering to purchase your shares of QAD common stock, par value $.001 per share. What will the purchase price for the shares be? We are conducting the offer through a procedure commonly called a "Modified Dutch Auction". This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the offer is $4.75 per share to $5.25 per share. We will determine the purchase price that we will pay per share as promptly as practicable after the tender offer expires. The purchase pri...
threshold = 100...nts to avoid purchases of fractional shares. Odd Lots. For purposes of the tender offer, the term "odd lots" shall mean all shares properly tendered prior to the expiration date and not properly withdrawn by any person, referred to as an "odd lot holder", who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the related Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth abov...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 a2106181zex-99_a1i.htm EXHIBIT 99(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Ex (a)(1)(i) Offer to Purchase for Cash Up to 2,600,000 Shares of its Common Stock At a Purchase Price Not in Excess of $5.25 Per Share Nor Less than $4.75 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, APRIL 21, 2003, UNLESS THE TENDER OFFER IS EXTENDED. QAD Inc., a Delaware corporation, is...
txn_type = TENDER_OFFER...the filing is a final amendment reporting the results of the tender offer: o SCHEDULE TO This Amendment No. 1 (this "Amendment No. 1") to Issuer Tender Offer Statement on Schedule TO is filed by QAD Inc., a Delaware corporation ("QAD"), in connection with its offer to purchase 2,600,000 shares of its common stock, $.001 par value per share, or such lesser number of shares as is properly tendered and not properly withdrawn, at a price specified by QAD that is not greater than $5.25 nor less than $4.75 per share, net to the seller in cash, without interest, at which QAD stockholders have indicated they are willi...

The filings

FiledFormRoleOn EDGAR
2003-03-21SC TO-Ioriginal (governing)View
2003-04-08SC TO-I/AamendmentView