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) June 16, 2014

QAD Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-22823
77-0105228
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

100 Innovation Place, Santa Barbara, California
93108
  (Address of principal executive offices)
(Zip code)

Registrant's telephone number, including area code (805) 566-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Saturday, June 14, 2014, Mr. Gordon Fleming, Executive Vice President and Chief Marketing Officer of QAD, unexpectedly passed away.


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 thereunto duly authorized.

QAD Inc.




Date: June 16, 2014
By:  /s/ Daniel Lender
 
Daniel Lender
 
Chief Financial Officer