On June 17, 2009 QAD Inc. (QAD or the Company) announced that it commenced a one-time Stock Option and Stock Appreciation Right Exchange Program approved by shareholders at the Company's annual shareholder meeting on June 10, 2009. The exchange offer period commenced on June 17, 2009 and will conclude on July 15, 2009.

Under the program, eligible participants will be able to exchange outstanding stock options and stock-settled stock appreciation rights (SARs) granted under QAD's 1997 and 2006 Stock Incentive Programs that have an exercise price above the fair market value of QAD stock as of the first business day following the close of the exchange offer period, for a reduced number of SARs at a per share exercise price equal to the fair market value of the Company's common stock on July 16, 2009, the date of issuance of the new SARs.

Eligible participants are defined as all non-director employees; this specifically excludes QAD's CEO, President, Board members and consultants. The exchange program is not expected to result in a significant change to the Company's historical FAS123R stock compensation expense.

For more information, please refer to QAD's Tender Offer Statement as filed with the Securities and Exchange Commission on June 17, 2009.

The information referenced in this Item 8.01 shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information referenced in this Item 8.01 shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

d) Exhibits.

Exhibit No.                                   Description
99.1             Press Release, dated as of June 17, 2009, entitled "QAD Announces
                 Commencement of Equity Exchange Program"