-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFVZ/ozqpMMY7XguzMl7EAp6+Q3wmZe/496GdaW9ZLGJ4miRFvPgMPvudOjihv4q OlLc3qS1dUFTfPnPNvEdRw== 0001169232-05-005424.txt : 20051116 0001169232-05-005424.hdr.sgml : 20051116 20051116170528 ACCESSION NUMBER: 0001169232-05-005424 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 EFFECTIVENESS DATE: 20051116 FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129752 FILM NUMBER: 051210468 BUSINESS ADDRESS: STREET 1: 18191 VON KARMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7147317171 MAIL ADDRESS: STREET 1: 18191 VON KARMAN AVENUE STREET 2: SUITE 450 CITY: IRVINE STATE: CA ZIP: 92612 S-8 1 d65926_s-8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 16, 2005 Registration No. 333-_______ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- QUALITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) California 95-2888568 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 18191 Von Karman Avenue, Suite 450 Irvine, CA 92612 (Address of principal executive offices) (Zip code) ---------------------- 2005 Stock Option and Incentive Plan (Full title of the Plan) ---------------------- Paul Holt Chief Financial Officer Quality Systems, Inc. 18191 Von Karman Avenue, Suite 450 Irvine, CA 92612 (Name and address of agent for service) (949) 255-2600 (Telephone number, including area code, of agent for service) Copy to: Thomas J. Crane, Esq. Rutan & Tucker, LLP 611 Anton Boulevard, 14th Floor Costa Mesa, CA 92626 (714) 641-5100 CALCULATION OF REGISTRATION FEE
======================================================================================================================== Amount Proposed Maximum Proposed Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 1,200,000 shares $69.35 $83,220,000 $9,794.99 ========================================================================================================================
(1) In the event of a stock split, stock dividend or similar transaction involving common stock of the Registrant, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) of the Securities Act of 1933 ("Securities Act"). (2) Calculated pursuant to Rules 457(c) and Rule 457(h) on the basis of the high and low selling prices per share of Registrant's common stock on November 9, 2005, as reported on The Nasdaq National Market. (3) Based on a fee rate of $117.70 per $1,000,000. ================================================================================ TABLE OF CONTENTS PART I Information Required in the Section 10(a) Prospectus...................3 PART II Information Required in the Registration Statement....................3 Item 3. Incorporation of Documents by Reference.......................3 Item 4. Description of Securities.....................................4 Item 5. Interests of Named Experts and Counsel........................4 Item 6. Indemnification of Directors and Officers.....................4 Item 7. Exemption from Registration Claimed...........................5 Item 8. Exhibits......................................................6 Item 9. Undertakings..................................................6 SIGNATURES.....................................................................8 POWER OF ATTORNEY..............................................................9 EXHIBIT INDEX.................................................................10 -2- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I, Items 1 and 2 of Form S-8, will be sent or given to employees in accordance with Form S-8 and Rule 428(b)(1) of the Securities Act. Registrant will furnish without charge to each employee to whom information is required to be delivered, upon written or oral request, a copy of each document incorporated by reference in the Section 10(a) prospectus, and any other documents required to be delivered to them under Rule 428(b) of the Securities Act. Requests should be directed to Quality Systems, Inc., 18191 Von Karman Avenue, Suite 450, Irvine, California 92612, Attention: Chief Financial Officer. Registrant's telephone number is (949) 255-2600. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference into this registration statement: (a) Registrant's Form 8-K for November 3, 2005, filed with the Securities and Exchange Commission ("Commission") on November 8, 2005 (File No. 000-13801); (b) Registrant's Form 10-Q for September 30, 2005, filed with the Commission on November 7, 2005; (c) Registrant's Form 8-K for October 26, 2005, filed with the filed with the Commission on October 28, 2005; (d) Registrant's Form 8-K for October 5, 2005, filed with the filed with the Commission on October 11, 2005; (e) Registrant's Form 8-K for September 5, 2005, filed with the Commission on September 6, 2005; (f) Registrant's Form 10-K, Form 10-K/A No. 1 and Form 10-K/A No. 2 for the fiscal year ended March 31, 2005, filed with the Commission on June 14, 2005, August 10, 2005 and August 19, 2005, respectively; (g) Registrant's Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on August 5, 2005; (h) Registrant's Form 8-K for July 28, 2005, filed with the Commission on August 2, 2005; (i) Registrant's Form 8-K for July 19, 2005, filed with the Commission on July 21, 2005; (j) Registrant's Form 8-K for May 25, 2005, filed with the Commission on May 31, 2005; (k) Registrant's Form 10-Q/A No. 1 for the quarter ended September 30, 2004, filed with the Commission on April 18, 2005; and 3 (l) The description of Registrant's common stock contained in Registrant's Form 8-K for November 3, 2005, filed with the Commission on November 8, 2005, and any other amendments or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this registration statement and shall be a part hereof from the date of filing such documents. For purposes of this registration statement, any document or statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Notwithstanding the above, information that is "furnished to" the Commission shall not be deemed "filed with" the Commission and shall not be deemed incorporated by reference into this registration statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Registrant's Articles of Incorporation limit the personal liability of its directors for monetary damages to the fullest extent permitted by the California Corporations Code (the "California Code"). Under section 204(a)(10) of the California Code, a director's liability to a company or its shareholders may not be limited with respect to the following items: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of a serious injury to the company or its shareholders, 4 (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the company or its shareholders, (vi) contracts or transactions between the company and a director within the scope of Section 310 of the California Code, (vii) improper distributions, loans and guarantees under Section 316 of the California Code, (viii) acts or omissions occurring prior to the date such provision eliminating or limiting the personal liability of a director became effective, or (ix) acts or omissions as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The limitation of liability does not affect the availability of injunctions and other equitable remedies available to Registrant's shareholders for any violation by a director of the director's fiduciary duty to Registrant or its shareholders. Registrant's Articles of Incorporation also include an authorization for Registrant to indemnify its "agents" (as defined in Section 317 of the California Code) through bylaw provisions, by agreement or otherwise, to the fullest extent permitted by law. Pursuant to this provision, Registrant's Bylaws provide for indemnification of Registrant's directors. In addition, Registrant may, at its discretion, provide indemnification to persons whom Registrant is not obligated to indemnify, including its officers, employees and other agents. The Bylaws also allow Registrant to enter into indemnity agreements with individual directors, officers, employees and other agents. It is Registrant's policy to enter into such indemnity agreements with its directors and executive officers to provide the maximum indemnification permitted by law. These agreements, together with Registrant's Bylaws and Articles of Incorporation, may require Registrant, among other things, to indemnify these directors or executive officers (other than for liability resulting from willful misconduct of a culpable nature), to advance expenses to them as they are incurred, provided that they undertake to repay the amount advanced if it is ultimately determined by a court of competent jurisdiction that they are not entitled to indemnification, and to obtain directors' and officers' insurance if available on reasonable terms. Section 317 of the California Code and Registrant's Bylaws makes provision for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Item 7. Exemption from Registration Claimed Not applicable. 5 Item 8. Exhibits Exhibit Number Exhibit - ------ ------- 4 Quality Systems, Inc. 2005 Stock Option and Incentive Plan(1) 5 Opinion of Rutan & Tucker, LLP(2) 23.1 Consent of Grant Thornton LLP, independent registered public accounting firm`(2) 23.2 Consent of Rutan & Tucker, LLP (contained in Exhibit 5.1) 24 Power of Attorney (contained on the signature pages hereto) - ---------- (1) Filed with the Commission on October 11, 2005 as an exhibit to Registrant's Form 8-K for October 5, 2005 and incorporated herein by reference. (2) Attached to this filing. Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering of those securities made pursuant to the 2005 Stock Option and Incentive Plan. 6 The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the indemnification provisions summarized in Item 6 above, or otherwise, Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irvine, California, on this 11th day of November, 2005. QUALITY SYSTEMS, INC. By: /s/ Paul Holt ------------------------------------ Paul Holt Chief Financial Officer 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Quality Systems, Inc., a California corporation, do hereby constitute and appoint Louis Silverman and Paul Holt and each of them, their lawful attorneys-in-fact and agents, with the power of substitution and resubstitution, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the Commission in connection with the registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to the registration statement, to any and all amendments and supplements to the registration statement, and to any and all instruments or documents filed as part of or in conjunction with the registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them or his substitute or substitutes, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ----------------------------- ------------------------------------------ ----------------- /s/ Louis Silverman President, Chief Executive Officer - ----------------------------- (principal executive officer) and Director November 11, 2005 Louis Silverman /s/ Patrick Cline Director and President NextGen Healthcare - ----------------------------- Information Systems Division November 9, 2005 Patrick Cline /s/ Paul Holt Chief Financial Officer (principal financial - ----------------------------- and accounting officer) and Secretary November 11, 2005 Paul Holt /s/ Vincent Love Director November 9, 2005 - ----------------------------- Vincent Love /s/ Sheldon Razin Chairman of the Board and Director November 9, 2005 - ----------------------------- Sheldon Razin /s/ Maurice DeWald Director November 11, 2005 - ----------------------------- Maurice DeWald /s/ Stephen Plochocki Director November 9, 2005 - ----------------------------- Stephen Plochocki Director November __, 2005 - ----------------------------- Ibrahim Fawzy Director November __, 2005 - ----------------------------- Ahmed Hussein
9 EXHIBITS FILED WITH THIS REGISTRATION STATEMENT Exhibit Number Exhibit - ------ ------- 5 Opinion of Rutan & Tucker, LLP 23.1 Consent of Grant Thornton LLP, independent registered public accounting firm 23.2 Consent of Rutan & Tucker, LLP (contained in Exhibit 5) 24 Power of Attorney (contained on the signature pages hereto) 10 EX-5 2 d65926_ex-5.txt OPINION OF RUTAN & TUCKER, LLP EXHIBIT 5 (Letterhead of Rutan & Tucker, LLP) November 15, 2005 Quality Systems, Inc. 18191 Von Karman Avenue, Suite 450 Irvine, CA 92612 Ladies and Gentlemen: At your request, we have examined the form of registration statement on Form S-8 (the "Registration Statement") to be filed by Quality Systems, Inc., a California corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 1,200,000 shares of common stock, $0.01 par value per share, of the Company (the "Shares"). The Shares are to be sold by the Company upon exercise of options or pursuant to awards to be granted under the Company's 2005 Stock Option and Incentive Plan. The Shares will be offered and sold pursuant to the Company's Registration Statement to be filed with the Commission. As counsel for the Company and for purposes of this opinion, we have made those examinations and investigations of legal and factual matters we deemed advisable and have examined the originals, or copies certified to our satisfaction as being true copies, of those corporate records, certificates, documents and other instruments which, in our judgment, we considered necessary or appropriate to enable us to render the opinion expressed below. For these purposes, we have relied upon certificates provided by public officials and by officers of the Company as to certain factual matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of documents submitted to us as certified or photostatic copies, and the authenticity of the originals of the latter documents. We have also assumed that the Shares will be evidenced by appropriate certificates that have been properly executed and delivered. On the basis of the foregoing, and solely relying thereon, we are of the opinion that the Shares are duly authorized and, provided the Shares are issued, delivered and paid for in the manner and upon the terms contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. This opinion is limited to the General Corporation Law of the State of California ("California Code"), including the statutory provisions of the California Code, all applicable provisions of the Constitution of the State of California and all reported judicial decisions interpreting these laws, and federal law, exclusive of state securities and blue sky laws, rules and regulations. We hereby consent to the use of our name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the General Rules and Regulations of the Commission. Respectfully submitted, /s/ Rutan & Tucker, LLP EX-23.1 3 d65926_ex23-1.txt CONSENT OF GRANT THORNTON LLP, EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated June 3, 2005, accompanying the consolidated financial statements and schedule and management's assertion of the effectiveness of internal control over financial reporting included in the Annual Report of Quality Systems, Inc. on Form 10-K for the year ended March 31, 2005, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ Grant Thornton LLP Irvine, California November 11, 2005 -----END PRIVACY-ENHANCED MESSAGE-----