0000921895-12-001392.txt : 20120618 0000921895-12-001392.hdr.sgml : 20120618 20120618172331 ACCESSION NUMBER: 0000921895-12-001392 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120618 DATE AS OF CHANGE: 20120618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUSSEIN AHMED CENTRAL INDEX KEY: 0000904599 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 30 ROCKEFELLER CENTER STREET 2: SUITE 1936 CITY: NEW YORK STATE: NY ZIP: 10112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY SYSTEMS, INC CENTRAL INDEX KEY: 0000708818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952888568 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33913 FILM NUMBER: 12913205 BUSINESS ADDRESS: STREET 1: 18111 VON KARMAN AVENUE STREET 2: SUITE 700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-255-2600 MAIL ADDRESS: STREET 1: 18111 VON KARMAN AVENUE STREET 2: SUITE 700 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: QUALITY SYSTEMS INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sc13da1204418002_06152012.htm sc13da1204418002_06152012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 12)1

Quality Systems, Inc.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

747582104
(CUSIP Number)
 
AHMED D. HUSSEIN
630 Fifth Avenue, Suite 2258
New York, NY 10111
(212) 332-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 747582104
 
 
1
NAME OF REPORTING PERSON
 
AHMED HUSSEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA AND EGYPT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
9,334,700
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,334,700
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,334,700
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.7%
14
TYPE OF REPORTING PERSON
 
IN

 
2

 
CUSIP NO. 747582104
 
The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (the “Amendment No. 12”). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On June 15, 2012, Mr. Hussein delivered a letter to the Issuer nominating Murray F. Brennan, M.D., Patrick B. Cline, Thomas R. DiBenedetto, Ian A. Gordon, Ahmed D. Hussein, John M. McDuffie and John J. Mueller (together, the “Nominees”), as set forth therein, for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2012 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2012 Annual Meeting”).
 
On June 18, 2012, Mr. Hussein issued a press release announcing his nomination of the Nominees for election to the Board at the 2012 Annual Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference.
 
In the press release, Dr. Hussein stated, “I am confident in the potential of Quality Systems but a hand-picked board is allowing the non-executive chairman to be declared an independent director and act in an inappropriate executive capacity. I believe the chairman’s control is negatively impacting shareholder value. These issues will be further elaborated in my proxy statement.  A board of directors should be truly independent and accountable to all shareholders. I am happy to be able to offer highly qualified director nominees who will bring independence along with substantial strategic, operational, financial and investment experience to the board. Patrick Cline who, with his team, were the architects of the growth of the company, has also joined the slate. These director nominees share my strong enthusiasm about Quality Systems and are willing and able to work with management to achieve the company’s potential.” 
 
In connection with the 2012 Annual Meeting, Mr. Hussein and Mr. Cline entered into a letter agreement pursuant to which Mr. Hussein has agreed to indemnify Mr. Cline against claims arising from the solicitation of proxies from the Issuer’s shareholders in connection with the 2012 Annual Meeting and any related transactions.
 
Dr. Brennan owns 6,000 Shares, 4,000 of which are restricted.  Mr. Hussein disclaims being a member of a group with Dr. Brennan and each of the other Nominees as a result of Mr. Hussein’s nomination of the Nominees for election to the Board at the 2012 Annual Meeting, their efforts to solicit proxies or otherwise.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) - (c) are hereby amended and restated as follows:
 
(a)           The aggregate percentage of Shares reported owned by Mr. Hussein is based upon 59,294,619 Shares outstanding as of May 21, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on May 25, 2012.
 
As of the close of business on June 15, 2012, Mr. Hussein beneficially owned 9,334,700 Shares held in certain managed accounts, constituting approximately 15.7% of the Shares outstanding.
 
 
3

 
CUSIP NO. 747582104
 
(b)          Mr. Hussein has sole power to vote or to direct the vote of 9,334,700 Shares.
 
(c)           Mr. Hussein has not purchased or sold any shares of Common Stock during the past 60 days.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
The information disclosed in Item 4 above is incorporated by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
99.1      Press Release dated June 18, 2012.
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 18, 2012
 
   
  /s/ Ahmed D. Hussein
 
Ahmed D. Hussein

 
 
4

EX-99.1 2 ex991to13da1204418002_061512.htm PRESS RELEASE ex991to13da1204418002_061512.htm
Exhibit 99.1
 
FOR IMMEDIATE RELEASE

AHMED D. HUSSEIN
NOMINATES SEVEN DIRECTOR CANDIDATES
FOR ELECTION TO THE BOARD OF DIRECTORS OF QUALITY SYSTEMS, INC.

New York, NY – June 18, 2012 – Ahmed D. Hussein today announced that he has nominated seven highly-qualified director nominees to the Board of Directors (the “Board”) of Quality Systems, Inc., a California corporation (NASDAQ: QSII) (the “Company”) to replace seven directors whose terms expire at the Company’s 2012 Annual Meeting of Shareholders.  Mr. Hussein beneficially owns 9,334,700 shares of common stock of the Company, or 15.7% of the Company’s outstanding shares.  Mr. Hussein delivered formal written notice of his nomination to the Company in accordance with the Company’s amended and restated bylaws on June 15, 2012.

Dr. Hussein stated, “I am confident in the potential of Quality Systems but a hand-picked board is allowing the non-executive chairman to be declared an independent director and act in an inappropriate executive capacity. I believe the chairman’s control is negatively impacting shareholder value. These issues will be further elaborated in my proxy statement.  A board of directors should be truly independent and accountable to all shareholders. I am happy to be able to offer highly qualified director nominees who will bring independence along with substantial strategic, operational, financial and investment experience to the board. Patrick Cline who, with his team, were the architects of the growth of the company, has also joined the slate. These director nominees share my strong enthusiasm about Quality Systems and are willing and able to work with management to achieve the company’s potential.”

Here are the directors nominated by Mr. Hussein:

Murray F. Brennan, M.D. - Dr. Brennan has served as a director of the Company since 2008. Dr. Brennan is Emeritus Chairman of the Memorial Sloan-Kettering Cancer Center’s Department of Surgery and previously served as its Chairman from 1985 to 2007. Dr. Brennan served as director of the American Board of Surgery, Chairman of the American College of Surgeons Commission on Cancer, President of the Society of Surgical Oncology, President of the American Surgical Association, and Vice President of the American College of Surgeons. Dr. Brennan is currently a member of the Institute of Medicine of the National Academy of Sciences. Dr. Brennan currently serves on the Board of Directors of Ziopharm Oncology, Inc., a publicly-held biopharmaceutical company engaged in the development and commercialization of a diverse portfolio of cancer drugs to address unmet medical needs. Dr. Brennan also serves on the Board of Directors of the de Beaumont Foundation.
 
Patrick B. Cline - From November 2009 until December 2011, Mr. Cline served as the President and Chief Strategy Officer of the Company. Mr. Cline was a co-founder of Clinitec (now NextGen Healthcare), which was acquired by the Company in 1996, and served as its President from its inception in January 1994 until he was appointed President of the Company in November 2009. Mr. Cline also served as a director from 2005 until his retirement and as the Company’s interim Chief Executive Officer from April 2000 to July 2000. Prior to co-founding Clinitec, Mr. Cline served from July 1987 to January 1994 as Vice President of Sales and Marketing with Script Systems, a subsidiary of InfoMed, a healthcare information systems company. Mr. Cline has held senior positions in the healthcare information systems industry since 1981.
 
 
 

 
 
Thomas R. DiBenedetto - Mr. DiBenedetto has been the President of Boston International Group (“BIG”), an investment management firm, since 1983 and the President of Junction Investors Ltd., an affiliate of BIG and an investment management firm, since 1991. Since 2011, Mr. DiBenedetto has been the President and Chairman of the Board of AS Roma, one of the leading global football clubs. Mr. DiBenedetto has been Chairman of the Board of Jefferson Watermann International, a business intelligence and government relations firm, since 1997.  Mr. DiBenedetto also serves as Chairman of Route 2 Digital, Inc., a company that incorporates sports, marketing, new media and technology for digital and video applications, and as a director of Alexander’s, Inc., a real estate investment trust and affiliate of Vornado Realty, Inc., the largest real estate company in the United States.  Mr. DiBenedetto previously worked as an investment banker with Morgan Stanley & Co., Salomon Brothers, Inc. and Allen & Company, Incorporated.  Mr. DiBenedetto also served on the board of NWH, Inc. and its subsidiary, Electronic Network Systems, Inc., which was one of the original companies in the paperless data management industry for healthcare.  Mr. DiBenedetto is a partner in the Boston Red Sox baseball club.  Mr. DiBenedetto is a member of the Board of Trustees of Trinity College, the Boston Biomedical Research Institute, Inc., Kents Hill School, the Nahant Preservation Trust, and the Ted Williams Museum in Florida. Mr. DiBenedetto received a Bachelor of Arts degree with honors in Economics from Trinity College and a Master of Business Administration from the Wharton School, University of Pennsylvania.

Ian A. Gordon - Mr. Gordon is a Chartered Accountant and entrepreneur who has focused on developing residential and commercial real estate and investment properties in the United Kingdom since 2001. From 1981 to 2001, Mr. Gordon served as the CEO and Financial Controller of Atlantic Estates PLC, a property investment and development company focusing on Retail and Commercial projects.  Mr. Gordon operated his own private professional practice specializing in international taxation, financial planning, forensic accounting and corporate and individual matters from 1974 to 1981.  Mr. Gordon received a BSc in economics from the London School of Economics (London University) and was qualified and appointed as a Fellow of The Institute of Chartered Accountants in England and Wales on July 6, 1977, which is the equivalent of being a certified public accountant. 

Ahmed D. Hussein - Mr. Hussein has served as a director of the Company since 1999. Mr. Hussein is the Chairman of the Board of Directors of National Investment Company, Cairo, Egypt, a company he founded in 1996.  Mr. Hussein held several academic posts with the City College of New York and the American University in Cairo.  Mr. Hussein was the recipient of the Cairo University gold medal and a Fulbright scholarship.  Mr. Hussein served as a Senior Vice President of Dean Witter Reynolds from 1993 to 1996 and, earlier, served as an investment banker with several firms.  Mr. Hussein is a member of the board of trustees of the Six of October University.  Mr. Hussein holds a Bachelors degree in Electrical Engineering from Cairo University, a Masters of Science degree from the American University in Cairo, a Postgraduate degree in Statistics from Cairo University, a Masters of Science degree in Mathematics from the Polytechnic Institute of Brooklyn (New York), and a Doctorate degree in Electrical Engineering from the Polytechnic Institute of Brooklyn (New York).
 
 
 

 
 
John “Mike” McDuffie - Mr. McDuffie, a retired Lieutenant General in the U.S. Army, has been the Vice President of Americas Services, Sales and Business Development covering the United States, Canada, and Latin America of Microsoft Corporation (“MSFT”) since 2009.  Mr. McDuffie joined MSFT as the Vice President of U.S. Public Sector Services of MSFT in February 2006, a position he maintained until 2009.  From 2004 to 2006, Mr. McDuffie served as the Executive Vice President of Sales, Marketing, & Business Development of Telos Corporation, an information technology solutions company.   Mr. McDuffie was the President of the Information Systems Group, Anteon International (General Dynamics Information Technology), an information technology solutions company, from 2003 to 2004.  As the Director for Logistics of the Joint Chiefs of Staff from 1998 through 2001, Mr. McDuffie advised on critical logistics, engineering and medical issues and programs impacting the Department of Defense.  While a Lieutenant General, Mr. McDuffie oversaw the Joint Medical Community for the Department of Defense and was deeply involved in Military HealthCare Policy and execution.  Mr. McDuffie currently sits on the boards of directors of Enterworks Corporation, a business solutions company, Global Reach, a non-profit humanitarian organization, and the Association for Enterprise Information, a non-profit defense organization. Mr. McDuffie is an advisor to Our Military Kids, a non-profit humanitarian organization and served on the Hewlett Packard Advisory Board from 2004 through 2006.  Mr. McDuffie holds a M.S. in Logistics Management from the Florida Institute of Technology, and a B.S. in Aerospace Management from the Embry-Riddle Aeronautical University Industrial College of the Armed Forces.

John “Jack” Mueller - Mr. Mueller has been an independent business consultant since 2006.  Mr. Mueller has served as a director of Apex CoVantage, a private global process outsourcing concern, since 2008.  From 2007 to 2009, Mr. Mueller was a director and subsequently elected Chairman of the Compensation Committee of Centennial Communications Corporation, a provider of regional wireless and integrated communications services.  From 2007 to 2008, Mr. Mueller was the interim CEO of Connexion Technologies, a communications network company.  From 2006 to 2008, Mr. Mueller was Chairman of the Board and Chairman of the Nominating and Governance Committee of Idearc Inc., the publisher of Verizon Yellow Pages and Superpages.com, and served as the Chief Executive Officer briefly in 2008.  Mr. Mueller was Chief Executive Officer and President and a director of Valor Communications Group, Inc., a telecommunications company he took public in 2005, from 2004 to 2006.  He was President and Chief Operating Officer of Valor from 2002 to 2004.  Mr. Mueller’s past board experience also includes a position on the board of directors of the United States Telecom Association, a trade association that represents service providers and suppliers for the telecom industry.  Prior to Valor, Mr. Mueller spent 23 years at Cincinnati Bell Inc., serving in various positions including President, General Manager, and President and Chief Executive Officer of CBD, a Cincinnati Bell subsidiary.  Mr. Mueller has a Bachelor of Science degree in Marketing and Management from Northern Kentucky University and has completed an Executive Education Certification at the University of Cincinnati.
 
The Company has scheduled the 2012 Annual Meeting of Shareholders for August 16, 2012.    It is Mr. Hussein’s understanding that the terms of nine directors currently serving on the Board expire at the meeting. 
 
 
 

 
 
CERTAIN INFORMATION CONCERNING PARTICIPANTS

Ahmed Hussein intends to make a preliminary filing with the Securities and Exchange Commission (“SEC”) of a proxy statement and accompanying proxy card to be used to solicit proxies for the election of his slate of director nominees at the 2012 annual meeting of shareholders of Quality Systems, Inc., a California corporation (the “Company”).

MR. HUSSEIN STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.

As of the date hereof, Mr. Hussein owns an aggregate of 9,334,700 shares of common stock of the Company.