Edgar Filing: ROSS SYSTEMS INC/CA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K/A

(MARK ONE)

[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
JUNE 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-19092

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ROSS SYSTEMS, INC.

INCORPORATED IN DELAWARE IRS EMPLOYER IDENTIFICATION NO. 94-2170198

TWO CONCOURSE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
(770) 351-9600

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None........................................................................ None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.001 par value; Preferred Shares Purchase Rights

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [ ] No [X]

THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT, BASED UPON THE CLOSING SALE PRICE OF THE
COMMON STOCK ON DECEMBER 31, 2002 AS REPORTED BY THE NASDAQ NATIONAL MARKET,
WAS APPROXIMATELY $19,146,780. SHARES OF VOTING STOCK HELD BY EACH OFFICER AND
DIRECTOR AND BY EACH PERSON WHO OWNS 5% OR MORE OF THE OUTSTANDING COMMON STOCK
HAVE BEEN EXCLUDED IN THAT SUCH PERSONS MAY BE DEEMED TO BE AFFILIATES. THIS
DETERMINATION OF AFFILIATE STATUS IS NOT NECESSARILY A CONCLUSIVE DETERMINATION
FOR OTHER PURPOSES.

As of September 2, 2003, the Registrant had outstanding 2,815,825 shares of
Common Stock, and 500,000 Series A 7.5% convertible preference shares,
("convertible preferred stock").

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DOCUMENTS INCORPORATED BY REFERENCE

None.
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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Item 10 of the Registrant's Annual Report on Form 10-K for the Fiscal Year
Ended June 30, 2003 is amended by adding the following:

There are no family relationships among any directors or executive officers
of Ross.

Mr. Tinley was promoted to Chairman and CEO in December 2000. He served as
President and Chief Operating Officer from 1995 to June 2000 and President and
CEO from July through December 2000. He has been a director of Ross since 1993.
Mr. Tinley joined Ross in November 1988 as Executive Vice President, Business
Development and has served as Executive Vice President, Product Development and
Executive Vice President, Product Development and Client Services. Prior to
1988, Mr. Tinley held management positions with Management Science of America,
Inc. and Royal Crown Companies. Mr. Tinley received a Bachelors in Science from
Columbus University.

Mr. Goodhew joined Intelligent Systems Corporation, a publicly traded
technology product and services company, as Vice President in January 1997.
Prior to that, Mr. Goodhew was President of Peachtree Software, Inc., a
privately held software company, from 1984 to 1994. In 1994, Peachtree Software
was purchased by Automatic Data Processing, Inc., a publicly traded company
providing computerized services. Mr. Goodhew remained at Peachtree Software,
Inc. in a managerial capacity until joining Intelligent Systems Corporation.

Mr. Dickerson is the Chief Operating Officer of MWH Energy &
Infrastructure, Inc., a division of MWH Global, Inc., and a member of the Board
of MWH Global, Inc. The MWH group was formed out of a merger between Montgomery
Watson and Harza Engineering, a power engineering group. Mr. Dickerson was
Chairman of the Board of Harza Engineering International and has also served as
Chief Financial Officer and General Counsel of the Group. Prior to joining Harza
in 1992, Mr. Dickerson had been Executive Vice President and Chief Financial
Officer of Long Lake Energy Company, and Vice President and Chief Financial
Officer of Texas International Company. Mr. Dickerson received his Bachelor of
Arts in Economics from Washington Square College of New York University in 1970,
his Master of Arts in Economics from the University of Chicago in 1972 and his
Juris Doctor from the University of Georgia in 1975.

Mr. Ryan has served as Executive Vice President, Finance and Administration
of Global Knowledge Network, Inc., an independent information technology
education company, since February 1998. Mr. Ryan was Executive Vice President
and Chief Financial Officer of Amdahl Corporation, a computer solutions company.
Mr. Ryan holds a Bachelors of Arts in Business Administration from Boston
College and an Masters of Business Administration from Suffolk University.

Mr. Webster, Executive Vice President Operations is also Secretary and a
director of Ross. Mr. Webster joined Ross in June 1998 as its CFO and was
promoted to his current role in December 2000 and later elected director in
August 2001. Mr. Webster is responsible for the consulting services function as
well as the administrative, legal, human resource and financial operations of
Ross worldwide. Mr. Webster holds a Bachelors of Science degree in Accounting
and Computer Science, as well as a Masters of Business Administration
specialized in Information Systems from St. Peter's College. Mr. Webster is a
Certified Public Accountant in the State of Georgia and a member of the AICPA.
Mr. Webster, prior to joining Ross served in a progression of more senior
financial and general management positions with both Unisys Corporation and Wang
Laboratories, Inc. over a twenty year period.

BOARD MEETINGS AND COMMITTEES

The board of directors of Ross held a total of fifteen meetings including
four regularly scheduled quarterly meetings and eleven special and committee
meetings during the fiscal year ended June 30, 2003. During fiscal 2003, each
director attended at least 93% of the aggregate of (1) the total number of
meetings of the board of directors and (2) the total number of meetings held by
all committees of the board of directors on which such person served. The board
of directors has an Audit Committee, a Compensation Committee, and a Nominating
Committee, each of which is composed of external directors.

During the year ended June 30, 2003, the Audit Committee of the board
consisted of three directors Ryan, Dickerson and Goodhew, none of whom are
employees of Ross. The Audit Committee held four meetings during the fiscal year
ended June 30, 2003. Following the annual meeting, the board intends to
re-appoint directors Dickerson, Ryan and Goodhew, with director Ryan as
Committee Chairman. The primary purpose of the Audit Committee is to assist the
board of directors in fulfilling its responsibility to oversee Ross' internal
and external financial reporting processes so as to ensure the objectivity of
Ross' financial statements and its system of internal accounting controls. The
Audit Committee recommends engagement of Ross' independent auditors and is
primarily responsible for approving the services performed by Ross' independent
auditors.

The Nominating Committee consisted of directors Dickerson, Ryan, and
Goodhew. Following the annual meeting, the board intends to re-appoint
directors, Dickerson, Goodhew, and, Ryan with director Dickerson as Committee
Chairman. The Nominating Committee is responsible for making recommendations for
the nomination of directors for replacement of resigning members and annual
nominations for re-election where appropriate. The committee also monitors the
composition of Ross' board of directors to ensure that it meets generally
acceptable standards of competence, skills and experience. The Nominating
Committee met once during the year ended June 30, 2003. The recommendation of
the committee was to nominate existing directors, Ryan, Goodhew, Dickerson,
Tinley and Webster for re-election.

The Compensation Committee of the board consisted of directors Goodhew,
Ryan and Dickerson and held seven meetings during the fiscal year ended June 30,
2003. Following the annual meeting, the board intends to re-appoint directors,
Goodhew, Ryan and, Dickerson with director Goodhew as Committee Chairman. The
Compensation Committee makes recommendations to the board regarding Ross'
executive compensation policy and grants stock options and administers the 1998
Stock Option Plan.

COMPENSATION OF DIRECTORS

For the fiscal year ended June 30, 2003, non-employee directors were
compensated $2,000 for each board of directors meeting attended and $1,000 for
participating in any telephonic board of directors meetings which were not
regularly scheduled. In addition, directors are reimbursed for travel expenses
incurred in connection with attending board of directors meetings.

Annually, each non-employee director is automatically granted 4,000 stock
options to purchase shares of Ross' common stock pursuant to the terms of the
1998 Stock Option Plan, or the Option Plan. Options granted to non-employee
directors under the Option Plan are not intended by Ross to qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, or the Code. Pursuant to the Option Plan, on the annual
meeting date, each non-employee director who is elected or re-elected at the
meeting is granted options in accordance with the automatic grant. In addition,
any non-employee director newly elected to the Board of Directors receives an
option for 10,000 shares of Ross' common stock. The 10,000-share option vests
25% a year over four years and the 4,000 share options are fully vested on the
dates of grant. The price of all options granted is equal to the closing price
of Ross' common stock, as quoted on the NASDAQ National Market, on the date of
grant. During fiscal 2003, outside directors were granted a total of 12,000
stock options at an exercise price of $13.16.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires Ross' executive officers and
directors to file initial reports of share ownership and report changes in share
ownership with the Commission. Such persons are required by Commission
regulations to furnish Ross with copies of all Section 16(a) forms, which they
file.

Based solely on Ross' review of such forms furnished to Ross and written
representations from certain reporting persons, Ross believes that for the
period July 1, 2002 to June 30, 2003, all Section 16(a) filings were made on a
timely basis, except that Mr. Oscar Pierre was late to file a Form 4 with the
Commission.

ITEM 11. EXECUTIVE COMPENSATION

Item 11 of the Registrant's Annual Report on Form 10-K for the Fiscal Year
Ended June 30, 2003 is amended by adding the following:

ROSS EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
earned during each of Ross' last three fiscal years by Ross' Chief Executive
Officer, and each of Ross' four other most highly compensated executive
officers, based on salary and bonus earned during fiscal 2003 (the "Named
Executive Officers").

LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
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OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND FISCAL COMPENSATION OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY(4) BONUS(4) (1) SARS(#)(2) (3)
------------------ ------ --------- -------- ------------ ---------- ------------

J. Patrick Tinley........ 2003 $315,000 $165,600(4) $12,000 100,000 $2,000
Chairman and Chief 2002 307,500 114,000 10,400 15,000 2,000
Executive Officer 2001 292,500 41,400 10,400 12,000 1,000
Robert B. Webster........ 2003 $210,000 $110,400(4) $12,000 70,000 $2,000
Executive Vice 2002 205,000 100,000 12,000 10,000 2,000
President, and 2001 195,000 43,000 12,000 9,000 1,000
Secretary
Gary Nowacki............. 2003 $179,800 $120,006(5) $10,000 5,000 $2,000
VP, North American 2002 179,800 56,481 10,000 10,000 2,000
Sales 2001 142,000 67,500 10,000 6,500 1,000
Rick Marquardt........... 2003 $200,000 $ 62,540(6) $10,000 10,000 $2,000
Senior VP, World 2002 141,160 14,123 7,500 10,000 2,000
Wide Sales and
Marketing
Eric W. Musser........... 2003 $175,000 $ 44,275(4) $10,000 10,000 $2,000
VP, Development 2002 178,875 50,000 10,000 10,000 2,000
2001 151,125 19,000 10,000 9,000 1,000

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(1) The amounts included in Other Annual Compensation include auto allowance.

(2) Ross has not granted any stock appreciation rights (SARs).

(3) Represents amounts contributed to Ross' 401(k) plan, on behalf of the
officer by Ross and premiums paid by Ross on behalf of the officer for term
life insurance.

(4) Represents a bonus earned in fiscal 2002 and paid in fiscal 2003.

(5) Includes a bonus in the amount of $22,997 earned in fiscal 2002 and paid in
fiscal 2003.

(6) Includes a bonus in the amount of $6,490 earned in fiscal 2002 and paid in
fiscal 2003.

OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 2003

The following table describes the grant of options to the Named Executive
Officers during fiscal 2003.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS IN FISCAL 2003 OPTION TERM(4)
NUMBER OF --------------------------------------- -----------------------
SECURITIES PERCENT OF
UNDERLYING TOTAL
OPTIONS/ OPTIONS/SARS
SARS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR(2) ($/SH)(3) DATE(2) 5% 10%
---- ---------- -------------- --------- ---------- --------- -----------

J. Patrick Tinley.... 50,000 19.8% 7.26 9/24/2012 591,289 941,529
J. Patrick Tinley.... 50,000 19.8% 7.95 12/5/2012 647,486 1,031,013
Robert B. Webster.... 50,000 19.8% 7.26 9/24/2012 591,289 941,529
Robert B. Webster.... 20,000 7.9% 7.95 12/5/2012 258,994 412,405
Rick Marquardt....... 10,000 4.0% 7.26 9/24/2012 118,258 188,306
Eric W. Musser....... 10,000 4.0% 7.26 9/24/2012 118,258 188,306
Gary Nowacki......... 5,000 2.0% 7.25 11/4/2012 59,047 94,023

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(1) Ross has not granted any SARs.

(2) Based on an aggregate of 252,828 options granted to all employees during the
fiscal year. Options granted in fiscal year 2003 expire in 2012 or 2013 and
typically vest annually over four years from the date of grant.

(3) All options were granted at an exercise price equal to the fair market value
based on the closing market value of Ross' common stock on the Nasdaq
National Market on the date of grant.

(4) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
terms assuming the specified compounded rates of appreciation on Ross'
common stock over the terms of the options. These numbers are calculated
based on the Commission's rules and do not reflect Ross' estimate of future
stock price appreciation. Actual gains, if any, are dependent on the timing
of option exercises and the future performance of Ross' common stock. There
can be no assurances that the rates of appreciation assumed in this table
can be achieved or that the individuals will realize the amounts reflected.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

The following table provides information related to options exercised by
the Named Executive Officers during fiscal 2002 and the number and value of
options held at June 30, 2003. Ross has not granted any SARs.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES VALUE JUNE 30, 2003 JUNE 30, 2003(2)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

J. Patrick Tinley........ -- $ -- 36,870 119,350 $58,005 $809,345
Robert B. Webster........ 3,750 18,900 5,300 83,200 1,760 580,490
Rick Marquardt........... -- -- 2,500 17,500 23,650 139,150
Eric W. Musser........... -- -- 11,300 23,700 51,797 164,352
Gary Nowacki............. 1,250 14,725 5,125 16,375 26,697 144,247

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(1) Based upon the fair market value of one share of Ross' common stock on the
date the option was exercised, less the exercise price per share multiplied
by the number of shares received upon exercise of the option.

(2) Value is based on the difference between the option exercise price and the
fair market value at June 30, 2003 ($14.08 per share) multiplied by the
number of shares underlying the option.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12 of the Registrant's Annual Report on Form 10-K for the Fiscal Year
Ended June 30, 2003 is amended by adding the following:

The following table sets forth the beneficial ownership of Ross common
stock as of September 24, 2003 by (a) each director, (b) each of the executive
officers identified in the Summary Compensation Table, (c) all directors and
executive officers as a group and (d) each person known by Ross to beneficially
own more than 5% of any class of Ross' voting securities. Under the rules of the
Securities and Exchange Commission, or Commission, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days of September 24, 2003 through the exercise of any stock
option.

COMMON STOCK SERIES A PREFERRED STOCK
----------------------------------- ------------------------
NUMBER OF NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
NAME SHARES(1) OPTIONS(2) OF CLASS SHARES OF CLASS
---- --------- ---------- ---------- ---------- -----------

Alvin Johns..................... 51,754 6,476 1.9% -- --
Robert B. Webster**............. 52,401 133,500 6.0% -- --
J. Patrick Tinley**............. 31,041 210,215 7.7% -- --
Oscar Pierre Prats.............. 3,625 5,175 * -- --
Gary Nowacki.................... 14,684 9,875 * -- --
Eric W. Musser.................. 6,346 15,950 * -- --
Verome M. Johnston.............. 3,986 10,500 * -- --
Bruce J. Ryan................... -- 9,200 * -- --
Frank M. Dickerson.............. -- 13,000 * -- --
J. William Goodhew, III......... -- 9,200 * -- --
Rick Marquardt.................. 123 7,500 * -- --
Richard Thomas.................. 1,448 2,375 * -- --
All officers and directors as a
group (12 persons)............ 165,408 432,966 19.2% -- --
Benjamin W. Griffith III........ 152,500 -- 20.5%(3) 500,000(4) 100%

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* Less than 1%.

** Number of options exercisable within 60 days includes accelerated vesting of
certain options due to a change of control pursuant to the proposed merger.

(1) The table is based upon information supplied by executive officers,
directors and principal stockholders. Unless otherwise indicated, each of
the stockholders named in the table has sole voting investment and/or
dispositive power with respect to all shares of common stock shown as
beneficially owned, subject to community property laws where applicable and
to the information contained in the footnotes to this table.

(2) These are options which are exercisable for common stock within 60 days of
September 24, 2003.

(3) Mr. Griffith owns 4.9% of the total number of shares of outstanding common
stock.

(4) The 7.5% Series A Convertible Preferred Stock has one vote per share and
votes with the common stock on most matters. These shares may be converted
at the rate of one preferred share for one common stock share. These shares
must be converted by June 29, 2006.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of June 30, 2003 about the
common stock of Ross that may be issued upon the exercise of options, warrants
and rights under all of Ross' existing equity compensation plans, including the
Ross Systems Inc. 1988 Incentive Stock Plan, the 1998 Stock Option Plan and the
1991 Employee Stock Purchase Plan, each as amended.

NUMBER OF
SECURITIES TO BE NUMBER OF SECURITIES
ISSUED UPON REMAINING AVAILABLE FOR
EXERCISE OF WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
OUTSTANDING EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND WARRANT AND RIGHTS REFLECTED IN THE FIRST
PLAN CATEGORY RIGHTS(#) ($)(1) COLUMN)(#)
------------- ---------------- -------------------- -------------------------

Equity compensation plans
approved by security
holders...................... 528,819 $9.62 266,960
Equity compensation plans not
approved by security
holders...................... -- -- --
Total.......................... 528,819 $9.62 266,960

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(1) Pursuant to a resolution passed by Ross stockholders at the annual meeting
held November 15, 2001, the number of shares available for issuance under
the 1991 Employee Stock Purchase Plan is automatically increased annually by
the lesser of 35,000 shares or 1.5% of the outstanding shares of Ross common
stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13 of the Registrant's Annual Report on Form 10-K for the Fiscal Year
Ended June 30, 2003 is amended by adding the following:

CERTAIN TRANSACTIONS

Under the terms of indemnification agreements with each of Ross' officers
and directors, Ross is obligated to indemnify each officer and director against
certain claims and expenses for which the director might be held liable in
connection with past or future service on behalf of Ross. In addition, Ross'
Certificate of Incorporation provide that, to the extent permitted by Delaware
law, the officers and directors shall not be liable for monetary damages for
breach of fiduciary duty as an officer or director.

In fiscal 2003, Ross renewed and modified employment agreements with J.
Patrick Tinley and Robert B. Webster. The employment agreements provide the
executives with severance payments and accelerated vesting of stock options and
other incentive awards if the executive's employment is terminated without
"cause" at any time. If Mr. Tinley is terminated without "cause," he would be
entitled to (1) a severance payment of 300% of his base compensation plus 300%
of his targeted bonus, (2) employee benefit coverage applicable to the executive
at the time of termination for three years following the termination and (3)
ninety days to exercise all vested and unvested stock options and other
incentive awards. If Mr. Webster is terminated without "cause," he would be
entitled to (A) a severance payment of 200% of his base compensation plus 200%
of his targeted bonus, (B) employee benefit coverage applicable to the executive
at the time of termination for two years following the termination and (C)
ninety days to exercise all vested and unvested stock options and other
incentive awards. The employment agreements also provide the executives with
severance payments and accelerated vesting of stock options and other incentive
awards if the executive terminates his employment with Ross for "good reason" or
is terminated for any reason other than "cause" or "disability" within nine
months immediately following a "change of control" of Ross. In such a case, Mr.
Tinley would be entitled to a severance payment of 300% of his base compensation
plus 300% of his targeted bonus, each at the time of termination, and ninety
days to exercise all vested and unvested stock options and other incentive
awards, and Mr. Webster would be entitled to a severance payment of 200% of his
base compensation plus 200% of his targeted bonus, each at the time of
termination, and ninety days to exercise all vested and unvested stock options
and other incentive awards.

The employment agreements define "cause" to include a willful act by the
executive which constitutes fraud and which is injurious to Ross, conviction of,
or a plea of "guilty" or "no contest" to, a felony or the executive's continuing
repeated willful failure or refusal to perform his material duties required by
the employment agreement which is injurious to Ross. The employment agreements
define "good reason" to include a material reduction in the executive's powers
or duties, one or more reductions in the executive's base compensation in the
cumulative amount of five percent (5%) or more or notifying the executive that
his principal place of work will be relocated by a distance of 50 miles or more.
The employment agreements define "disability" as the executive's eligibility to
receive immediate long-term disability benefits under Ross' long-term disability
insurance plan or, if there is no such plan, under the federal Social Security
program. The employment agreements define "change of control" to mean the
occurrence of any of the following events: (a) any "person" (as such term in
used in sections 13(d) and 14(d) of the Exchange Act) by the acquisition or
aggregation of securities is or becomes the beneficial owner (within the meaning
of Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of
Ross representing fifty percent (50%) or more of the combined voting power of
Ross' then outstanding securities ordinarily (and apart from rights accruing
under special circumstances) having the right to vote at elections of directors,
referred to as "Base Capital Stock"; except that any change in the relative
beneficial ownership of Ross' securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Base Capital Stock,
and any decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or indirectly,
such person's beneficial ownership of any securities of Ross, or (b) the
stockholders of Ross approve a definitive agreement:

- to merge or consolidate Ross with or into another corporation in which
the holders of the securities of Ross before such merger or
reorganization will not, immediately following such merger or
reorganization, hold as a group on a fully diluted basis both the ability
to elect at least a majority of the directors of the surviving
corporation and at least a majority in value of the surviving
corporation's outstanding equity securities; or

- to sell or otherwise dispose of all or substantially all of the assets of
Ross or dissolve or liquidate Ross.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Item 14 of the Registrant's Annual Report on Form 10-K for the Fiscal Year
Ended June 30, 2003 is amended by adding the following:

AUDIT AND RELATED FEES BILLED TO ROSS DURING FISCAL 2003

AUDIT FEES

BDO Seidman billed Ross an aggregate of $186,000 for expenses and
professional services rendered for the (1) audit of the annual consolidated
financial statements for fiscal year 2003 included in Ross' Annual Report on
Form 10-K and (2) the review of the consolidated financial statements included
in Ross' quarterly reports on Form 10-Q.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Ross did not engage BDO Seidman to provide advice to it regarding financial
information systems design and implementation during the fiscal year ended June
30, 2002.

ALL OTHER FEES

BDO Seidman billed Ross an aggregate of $92,000 for all other non-audit
services rendered to it during fiscal 2003.

The following table summarizes the approximate aggregate accounting fees
billed to Ross for its 2003 fiscal year:

Audit fees.................................................. $186,000
Financial information systems design and implementation
fees...................................................... $ --
All other fees(1)........................................... $ 92,000
--------
Total fees.................................................. $278,000

---------------

(1) Includes fees for assistance with Commission filings and various accounting
consultation ($11,000); various advisory services related principally to tax
preparation services and tax consultation services associated with the
development and implementation of international tax strategies and sales
taxes ($67,000); and executive compensation analysis prepared at the request
of independent board members ($14,000).

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

EXHIBIT NO. DESCRIPTION

2.1 Asset Sale Agreement between Registrant and Now Solutions LLC
dated March 5, 2001 (1)
3.1 Certificate of Incorporation of the Registrant, as amended (2)
3.2 Bylaws of the Registrant, as amended (2)
3.3 Amendment to the Certificate of Incorporation of the
Registrant, dated April 26, 2001, for the 1 for 10 Reverse
Stock Split.(3)
4.1 Certificate of Designation of Rights, Preferences and
Privileges of Series B Preferred Stock of the Registrant (4)
4.2 Form of the subordinated debenture agreement due February 6,
2003 issued by the Registrant to each investor (6)
4.3 Registration Rights Agreement between the Registrant and each
Investor (6)
10.1 Preferred Share Rights Agreement, dated September 4, 1999
between the Registrant and Registrar and Transfer Company (5)
10.2 Employment Agreement dated January 7, 1999, modified March 24,
2003, between Mr. Patrick Tinley and the Registrant (8)
10.3 Employment Agreement dated September 13, 1999, modified March
24, 2003, between Mr. Robert B. Webster and the Registrant (8)
10.4 Convertible Preferred Stock Purchase Agreement dated June 29,
2001 between Registrant and Benjamin W. Griffith, III (7)
10.5 Loan and Security Agreement dated September 24, 2002 between
Registrant and Silicon Valley Bank (3)
21.1 Listing of Subsidiaries of Registrant (9)
23.1 Consent of BDO Seidman, LLP (9)
24.1 Power of Attorney (9)
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002(9)
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002(9)
---------

(1) Incorporated by reference to the exhibit filed with the Registrant's
current Report on Form 8-K/A filed May 15, 2001.

(2) Incorporated by reference to the exhibit filed with the Registrant's
current Report on Form 8-K filed July 24, 1998.

(3) Incorporated by reference to the exhibit filed with the Registrant's
current Report on Form 10K/A filed October 2, 2002.

(4) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q filed May 6, 1996.

(5) Incorporated by reference to the exhibit filed with the Registrant's
Registration Statement on Form 8-A filed September 4, 1998.

(6) Incorporated by reference to the exhibit filed with the Registrant's
current report on Form 8-K filed February 12, 1998.

(7) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10K filed September 27, 2001.

(8) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003
filed May 14, 2003.

(9) Previously filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 30th day of
October, 2003.

ROSS SYSTEMS, INC.

By: /s/ J. Patrick Tinley
-------------------------------------
J. Patrick Tinley
Chairman and Chief Executive Officer

INDEX TO EXHIBITS