8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549______________

FORM 8-K

______________

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported):

February 12, 2016

______________

QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

CALIFORNIA (State or other jurisdiction of incorporation) 001-12537 (Commission File Number) 95-2888568 (IRS Employer Identification Number)

18111 Von Karman, Suite 700

Irvine, California 92612

(Address of Principal Executive Offices)

(949) 255-2600(Registrant’s Telephone Number, Including Area Code)

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:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Appointment of James R. Arnold as Chief Financial Officer

On February 12, 2016, the Board of Directors (the “Board”) of Quality Systems, Inc. (the “Company”) appointed James R. Arnold to serve as the Company’s Chief Financial Officer, effective March 1, 2016.

Prior to joining the Company, Mr. Arnold, age 59, served as chief financial officer and executive board member of Kofax Ltd., a publicly traded software company, from June 2010 until May 2015. Mr. Arnold participated in and facilitated the strategic process that resulted in the sale of Kofax Ltd.’s enterprise software division. From 2004 to 2009, Mr. Arnold was senior vice president at Nuance Communications, Inc., a publicly traded software company, where he also served as chief financial officer from 2004 to 2008. Previously, Mr. Arnold held numerous other senior-level finance positions at technology companies, to include roles as vice president corporate controller at Cadence Design Systems, Inc., chief financial officer at Informix Software, Inc., and corporate controller at Centura Software Corporation. Additionally, from 2003 to 2010 he served as a director and chair of the audit committee at Selectica, Inc., where he also was co-chairman of the board in 2010. Earlier in his career, Mr. Arnold provided consulting and auditing services to companies in diverse industries while at Price Waterhouse LLP. Mr. Arnold holds a Bachelor of Business Administration degree in Finance from Delta State University in Cleveland, Mississippi, and a Master’s degree in Business Administration from Loyola University in New Orleans, Louisiana.

In connection with his appointment, Mr. Arnold accepted an offer of terms for at-will employment with the Company, effective March 1, 2016 (the “Employment Terms”). Pursuant to the Employment Terms, Mr. Arnold will report to the President and Chief Executive Officer of the Company and his compensation will consist of the following components:

• Mr. Arnold will be paid an annual base salary of $400,000.

• Mr. Arnold is eligible to receive a fiscal year 2016 cash bonus of up to 60% of his base salary, subject to the Company’s attainment of the financial objectives and achievement of certain performance targets established under the 2016 Executive Compensation Program previously approved by the Compensation Committee of the Board and described in the Company’s 2015 Proxy Statement, provided that Mr. Arnold continues to be employed by the Company on the date such bonus is payable. Any bonus payable for the Company’s 2016 fiscal year will be pro-rated for the number of full months of Mr. Arnold’s employment during such fiscal year. The target percentage for Mr. Arnold’s fiscal year 2016 cash bonus will not decrease unless other similarly situated Company employees are subject to a proportional decrease.

• On the first day of his employment with the Company, Mr. Arnold will receive a non-qualified stock option grant to purchase 250,000 shares of the Company’s common stock, pursuant to the terms and provisions of the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2015, and incorporated herein by reference. The options will have an exercise price equal to the closing price of a share of the Company’s common stock on the date of the grant, a term of eight years from the date of grant, and will vest in equal, annual, 25% installments over a four-year period, beginning on the one-year anniversary of the date of grant. The options will be subject to accelerated vesting in full in accordance with the “double trigger” change of control provisions of the 2015 Plan and the Company’s standard form of stock option agreement for the 2015 Plan filed with the Commission as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 14, 2015 and incorporated herein by reference.

• On the first day of his employment with the Company, Mr. Arnold will receive a one-time inducement grant of 72,700 restricted shares of the Company’s common stock, pursuant to the terms and provisions of the 2015 Plan. The inducement grant shares will have a grant price equal to the closing price of a share of the Company’s common stock on the date of grant, and will vest in equal, annual, one-third installments over a three-year period, beginning on the one-year anniversary of the date of grant. Any unvested portion of the inducement grant shares will accelerate and vest in full if Mr. Arnold is terminated with Cause. Cause will have the meaning given in the terms and provisions of the 2015 Plan. In addition, the inducement grant shares will be subject to accelerated vesting in full in accordance with the “double trigger” change of control provisions of the 2015 Plan and the Company’s standard form of employee restricted stock award agreement for the 2015 Plan filed with the Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 14, 2015 and incorporated herein by reference.

• Mr. Arnold will be eligible for executive relocation or coverage for a corporate apartment in an amount not to exceed $54,000 annually.

• Mr. Arnold and his family will be eligible for participation in the Company’s health and welfare benefit plans to the same extent generally applicable to all executive officers of the Company.

• Mr. Arnold will be entitled to three weeks of paid vacation leave per year, prorated for calendar year 2016, and will be entitled to accrue a maximum of four weeks of paid vacation leave.

Mr. Arnold will also be required to acquire and hold shares of the Company’s common stock in accordance with the Company’s Executive Stock Ownership Program in order to better align his interests with the interests of the shareholders of the Company.

All compensatory arrangements in the Employment Terms were approved by the Compensation Committee of the Board.

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The foregoing summary of the Employment Terms is qualified in its entirety by the text of the offer letter accepted by Mr. Arnold, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In accordance with the Company’s standard practices for executive officers, effective March 1, 2016, the Company will enter into an indemnification agreement with Mr. Arnold, which will be substantially consistent with the Company’s form of Indemnification Agreement, filed with the Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2013, and incorporated herein by reference.

Other than the Employment Terms, there are no arrangements or understandings between Mr. Arnold and any other person pursuant to which Mr. Arnold was appointed to serve as the Chief Financial Officer of the Company. There are no family relationships between Mr. Arnold and any director or executive officer of the Company, and Mr. Arnold has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01Regulation FD Disclosure.

The Company issued a press release on February 18, 2016, announcing the appointment of Mr. Arnold as the Chief Financial Officer of the Company. The press release making this announcement is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including such portions of Exhibit 99.1 relating to Mr. Arnold’s appointment shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Employment Offer Letter, dated February 16, 2016, between James R. Arnold and Quality Systems, Inc.
99.1	Press Release dated February 18, 2016

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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.

Date: February 18, 2016	QUALITY SYSTEMS, INC.
	By:	/s/ Jocelyn A. Leavitt
		Jocelyn A. Leavitt
		Executive Vice President, General Counsel and Secretary

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EXHIBITS ATTACHED TO THIS REPORT ON FORM 8-K

Exhibit No.	Description
10.1	Employment Offer Letter, dated February 16, 2016, between James R. Arnold and Quality Systems, Inc.
99.1	Press Release dated February 18, 2016

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EX-10.1

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

February 16, 2016

James R. Arnold

Re:    Employment Offer Letter

Dear Mr. Arnold:

On behalf of Quality Systems, Inc. (“QSI”), I am pleased to extend to you an offer of employment to join QSI in the full-time position of Chief Financial Officer. This letter will convey the proposed terms and conditions of your employment with QSI. In addition to the other items specified in paragraph 12 below, this offer is conditioned upon final approval by QSI’s Board of Directors (the “Board”).

Following your acceptance of these terms and subject to satisfaction of the other conditions specified herein, your employment start date will be March 1, 2016. Your title will be Chief Financial Officer, and subject to necessary business travel requirements, you will perform your employment duties as a full time employee at QSI’s corporate offices located in Irvine, California. You will report directly to John (“Rusty”) Frantz, the Chief Executive Officer of QSI, and your duties and responsibilities will be commensurate with your title.

The terms and conditions of your employment with QSI are summarized below:

1. You will receive an initial base salary of $400,000 per year ($16,667.00 semi-monthly), payable in accordance with QSI’s normal payroll practices and subject to all legally required deductions. This base salary amount will not decrease unless other similarly situated QSI employees are subject to a proportional decrease.

2. You will be eligible to receive a 2016 fiscal year cash bonus opportunity of 60% of your base salary, subject to QSI’s attainment of the financial objectives and achievement of certain performance targets established under the 2016 Executive Compensation Program previously approved by QSI’s Compensation Committee, provided that you continue to be employed by QSI on the date such bonus is payable. Any bonus payable for QSI’s 2016 fiscal year will be pro-rated for the number of full months of your employment during such fiscal year. The target percentage for the 2016 fiscal year cash bonus will not decrease unless other similarly situated QSI employees are subject to a proportion decrease.

James R. Arnold

February 16, 2016

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3. On your first day of employment, you will receive a non-qualified stock option grant to purchase 250,000 shares of QSI’s common stock (the “Options”). The Options will have an exercise price equal to the closing price of a share of QSI common stock on the date of grant, a term of eight years from the date of grant, and will vest in equal, annual, 25% installments over a four-year period beginning on the one-year anniversary of the date of grant.

4. On your first day of employment, you will also receive a one-time inducement grant of 72,700 shares of restricted QSI common stock (the “Inducement Grant,” and collectively with the Options, the “Equity Grants”). The Inducement Grant will have a grant price equal to the closing price of a share of QSI common stock on the date of grant, and will vest in three, annual, one-third installments over a three-year period beginning on the one-year anniversary of the grant date. Any unvested portion of the Inducement Grant shall accelerate and vest in full if you are terminated without Cause or in the event of your termination in connection with a change of control, as specified below. Cause will have the meaning given in the terms and provisions of QSI’s 2015 Equity Incentive Plan (the “2015 Incentive Plan”). The Equity Grants will be (i) issued pursuant to the terms and provisions of the 2015 Incentive Plan and QSI’s standard forms of option grant and restricted stock grant award agreements, and (ii) subject to accelerated vesting in full in accordance with the “double trigger” change of control provisions of the 2015 Incentive Plan and QSI’s standard forms of option grant and restricted stock grant award agreements.

5. If any payment or benefit you would receive pursuant to paragraph 4 in connection with a change of control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this paragraph 5, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated)

James R. Arnold

February 16, 2016

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before Payments that are not deferred compensation within the meaning of Section 409A of the Code. In the event that accelerated vesting of equity awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the date of grant for your equity awards. If two or more equity awards are granted on the same day, the equity awards will be reduced on a pro-rata basis. For the avoidance of doubt, you shall not have any discretion as to the ordering of any such Reduction Method or Pro Rata Reduction Method. The accounting firm engaged by QSI for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by QSI is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, QSI shall appoint a nationally recognized accounting firm to make the determinations required hereunder. You and QSI shall provide the accounting firm with such information as the accounting firm may reasonably request in order to make the determinations hereunder. QSI shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm’s determinations shall be final and binding on you and QSI. If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of this paragraph 5 and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to QSI a sufficient amount of the Payment after reduction pursuant to clause (x) of this paragraph 5 so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of this paragraph 5, you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

6. To align your interests with those of QSI’s shareholders, you will be required to comply with the terms and conditions of QSI’s Executive Stock Ownership Program and to acquire and hold the minimum number of shares of QSI common stock set forth in such policy.

7. You will be entitled to accrue three weeks of vacation time per year, which may be used in accordance with QSI’s current policy as described in the Employee Handbook. Pursuant to QSI’s current policy, you will be entitled to accrue a maximum of four weeks of paid vacation leave.

8. You will be eligible for executive relocation or coverage for a corporate apartment in an amount not to exceed $54,000 annually.

9. You will be eligible for group insurance coverage (with a participant eligibility date to be determined by the plan documents currently in effect), together with such other employment benefits generally made available to other similarly situated QSI employees.

10. By undertaking employment with QSI, you agree to abide by all current and future employment policies, rules and regulations of QSI. You also acknowledge that your position with QSI is a full-time position, and accordingly, you agree that you will not accept, during your employment with QSI, employment with any other person or entity without the prior written consent of QSI’s Chief Executive Officer. As with all QSI employees, on your first day of employment, you will be required to execute (i) an Acknowledgement and Certification of your receipt of, and agreement with, QSI’s Employee Handbook and (ii) QSI’s Proprietary Information and Inventions Agreement, which, among other things, requires you to protect QSI’s confidential information and includes certain non-solicitation provisions. As required by the Immigration Reform and Control Act of 1986 (“IRCA”), you also must establish your identity and authorization to work in the United States. Attached is a copy of the

James R. Arnold

February 16, 2016

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Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and plan to bring the appropriate original documentation on your first day of work.

11. You and QSI expressly understand and agree that your employment with QSI is in all respects “at will,” meaning that either you or QSI can terminate the employment relationship at any time without advance notice to the other, with or without Cause, for any reason or no reason. QSI also can discipline, demote or alter the terms of employment of its employees at any time, with or without Cause or advance notice. This letter and the employment documents referenced in preceding paragraph 10 will be our entire understanding concerning the subjects contained herein (including the at-will nature of your employment and the possible termination of the employment relationship), and QSI’s policy of at-will employment cannot be changed or modified in any way except that it may be superseded by one or more written agreements between you and QSI, authorized in advance by specific resolution of the Board and signed by both you and QSI’s Chief Executive Officer.

12. This offer is conditioned upon: (i) final approval of your offer for employment and the terms of this offer letter by the Board, (ii) the Board’s satisfaction with the results of a background check to be performed on behalf of QSI, (iii) your written acceptance of this offer letter, and (iv) your execution of the Agreement for Protection of Company Information and other documents described in paragraph 10. If you provide materially false or misleading information in your employment application or other documents submitted in connection with your seeking employment with QSI, you will be subject to immediate termination.

I am delighted with the prospect of you joining QSI, and we all look forward to you making a tremendous contribution to the company.

Very truly yours,

/s/ John R. Frantz

John R. Frantz

Chief Executive Officer

AGREED TO AND ACCEPTED BY:

/s/ James R. Arnold

James R. Arnold

EX-99.1

Exhibit 99.1

For Further Information, Contact:
Quality Systems, Inc.	Susan J. Lewis
18111 Von Karman Avenue, Suite 700	Phone: (303) 766-4343
Irvine, CA 92612	slewis@qsii.com
Phone: (949) 255-2600
Mark Davis, Executive Vice President, Corporate Development and Strategy
mdavis@qsii.com

FOR IMMEDIATE RELEASE

FEBRUARY 18, 2016

QUALITY SYSTEMS, INC. APPOINTS CHIEF FINANCIAL OFFICER

IRVINE, Calif. … February 18, 2016 … Quality Systems, Inc. (NASDAQ:QSII) announced today the appointment of James R. “Jamie” Arnold, Jr. to the post of chief financial officer, effective March 1, 2016.

Arnold, with more than three decades of finance and software technology experience, will oversee all financial-related functions of the Company and its NextGen Healthcare subsidiary. He assumes the role from John K. Stumpf, who has been serving as interim chief financial officer since March 2015.

Most recently, from June 2010 to May 2015, Arnold served as chief financial officer and executive board member at Kofax Ltd., an Irvine, Calif. based software company, where he was responsible for finance, accounting, IT, real estate, treasury, audit, tax and investor relations. During this period, Arnold was instrumental in the completion and integration of six acquisitions, disposition of the hardware distribution business and oversaw the company’s U.S. initial public offering and the company’s transition from a listing on the London Stock Exchange. As a key member of management, Arnold participated in and facilitated the strategic process that resulted in the sale of its enterprise software division, focused on integration and transition matters.

From 2004 to 2009, Arnold was senior vice president at Nuance Communications, Inc., a Burlington, Mass.-based publicly traded software company. He also was chief financial officer from 2004 to 2008 and during this time, Nuance acquired 17 companies and completed several debt and secondary stock offerings. From 2008 to 2009, Arnold aided with the integration of an acquisition.

Arnold also held other senior-level finance positions at a range of publicly traded technology companies, including vice president, corporate controller at Cadence Design Systems, Inc., chief financial officer at Informix Software, Inc. and, corporate controller at Centura Software Corporation. Arnold began his career at PriceWaterhouse LLP, where he provided consulting and auditing services to companies across diverse industries.

Arnold served as a board member and chair of the Audit Committee at Selectica, Inc. from 2003 to 2010. In 2010, he served as co-chairman of the board.

-more-

Quality Systems, Inc.

Appointment of Chief Financial Officer

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“We welcome Jamie to the Company. He brings a wealth of public company experience to QSI/NextGen, and the broad knowledge he gained while working at various technology and software companies. We look forward to the contributions Jamie will make in his new role, further solidifying the management team as we prepare our clients for the sea-change occurring within the healthcare information technology landscape. We also want to thank John Stumpf, our corporate controller and treasurer, for his efforts and dedication as he ably filled the CFO role on an interim basis while we conducted a nationwide search. John will remain the Company’s principal accounting officer,” explained Rusty Frantz, president and chief executive officer.

Arnold said of his new role: “This is an exciting time to be part of the leadership team at Quality Systems and to have the chance to drive change as the Company pursues a new strategic direction and vision under the leadership of Rusty Frantz.”

Arnold, 59, holds a Bachelor of Business Administration in Finance from Delta State University in Cleveland, Miss. and a Master’s degree in Business Administration from Loyola University in New Orleans, La.

About Quality Systems, Inc.

Irvine, Calif.-based Quality Systems, Inc. (QSI) and its subsidiary, NextGen Healthcare Information Systems, develop and provide a range of software and services for medical and dental group practices, including practice management and electronic health record applications, patient portal, interoperability and connectivity products and population health management and analytics offerings. Services include managed cloud services, revenue cycle management, claims clearinghouse, data interchange and value-add consulting. The Company’s solution portfolio is readily integrated and collectively positioned to drive low total cost of ownership for its client partners, as well as enable the transition to value-based healthcare. Visit www.qsii.com and www.nextgen.com for additional information.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

This news release may contain forward-looking statements within the meaning of the federal securities laws, including but not limited to, statements regarding future events, developments in the healthcare sector and regulatory framework, the Company's future performance, as well as management's expectations, beliefs, intentions, priorities, initiatives, plans, estimates or projections relating to the future. Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements and additional risks and uncertainties are set forth in Part I, Item A of our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and in Part II, Item 1A of our subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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