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): April 29, 2004
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ROSS SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-19092 94-2170198
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(Commission File Number) (IRS Employer Identification No.)
Two Concourse Parkway, Suite 800, Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
770-351-9600
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(Registrant's telephone number, including area code)
ITEM 5. Other Events and Required FD Disclosure
On September 4, 2003, chinadotcom corporation, CDC Software Holdings, Inc.
and Ross Systems, Inc. (collectively, the "Parties") entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the merger (the
"Merger") of CDC Software Holdings, Inc. with and into Ross Systems, Inc., with
Ross Systems surviving as a wholly owned subsidiary of chinadotcom. On October
3, 2003, the Parties executed an amendment to the Merger Agreement removing the
obligations of the Parties to use their reasonable best efforts to cause the
Merger to qualify as a tax-free reorganization and removing chinadotcom's
obligation to cause its outside counsel to deliver an opinion to Ross and its
stockholders relating to a tax-free reorganization.
On January 7, 2004, the Parties entered into a second amendment to the
Merger Agreement (the "Second Amendment"). The Second Amendment amended the
Merger Agreement to provide, among other things, Ross Systems stockholders with
the right to elect to receive, for each share of Ross Systems common stock,
either $19.00 in a combination of cash and chinadotcom shares or $17.00 in cash.
Under the Second Amendment, Ross Systems stockholders were entitled to make this
election at any time prior to the close of business on the tenth business day
following the closing.
On April 29, 2004, the Parties executed a third amendment to the Merger
Agreement (the "Third Amendment"). The Third Amendment changed the deadline for
Ross Systems stockholders to make the election described above from the close of
business on the tenth business day after the closing to the close of business on
the business day immediately preceding the closing date.
The Third Amendment is attached as Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Third Amendment dated April 29,
2004 to the Agreement and Plan of
Merger dated as of September 4,
2003 and amended as of October 3,
2003 and as of January 7, 2004, by
and among chinadotcom corporation,
CDC Software Holdings, Inc. and
Ross Systems, Inc.
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 hereunto duly authorized.
ROSS SYSTEMS, INC.
(Registrant)
By: /s/ Verome M. Johnston
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Verome M. Johnston
Vice President and Chief Financial
Officer
Dated: April 30, 2004
EXHIBIT INDEX
Number Description
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99.1 Third Amendment dated April 29, 2004 to the Agreement and
Plan of Merger dated as of September 4, 2003 and amended as
of October 3, 2003 and as of January 7, 2004, by and among
chinadotcom corporation, CDC Software Holdings, Inc. and
Ross Systems, Inc.