-----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, OV110Bq08itCdPOsT+fMl3zE/mD8ZIAMaTxgYdmP3v9yIliTInQRsf0CBZLcxMa0 Dgj8gEsd37TkETu6luYDOQ== 0001169232-06-003222.txt : 20060731 0001169232-06-003222.hdr.sgml : 20060731 20060731161253 ACCESSION NUMBER: 0001169232-06-003222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060725 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12537 FILM NUMBER: 06991268 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 8-K 1 d68839_8k.txt CURRENT REPORT 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) July 25, 2006 QUALITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 0-13801 95-2888568 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 18191 Von Karman, Suite 450 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 ( see General Instruction A.2. below): |_| 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 1.01 Entry into a Material Definitive Agreement. On July 25, 2006, the Board of Directors of Quality Systems, Inc.(referred herein to as the "Company," "Registrant" or "QSI"), approved revisions to the Company's compensation program for its four Named Executive Officers. The compensation levels for the Named Executive Officers are as follows: 1. Base salaries, and their respective effective dates are as follows: Louis Silverman (President and Chief Executive Officer) $400,000; Patrick Cline (President, NextGen Healthcare Information Systems Division), $450,000, effective November 1, 2006; Gregory Flynn (Executive Vice President, General Manager of QSI Division) $230,000, effective November 1, 2006; Paul Holt (Chief Financial Officer and Secretary), $230,000, effective July 23, 2006. 2. Bonus criteria for the Named Executive Officers are as follows: (i) for the Company's President and Chief Executive Officer, a bonus of up to $450,000 may be earned based on meeting certain target increases in EPS performance and revenue growth during the fiscal year as well as meeting certain operational requirements established by the Board of Directors; (ii) for the President of the Company's NextGen Healthcare Information Systems Division, a bonus of up to $500,000 may be earned based on meeting certain target increases in EPS performance and revenue growth during the fiscal year as well as meeting certain operational requirements established by the Board of Directors; (iii) for the Executive Vice President/General Manager of the Company's QSI Division, a bonus of up to $70,000 may be earned based upon the achievement of certain qualitative and quantitative goals related to both QSI division performance and other corporate objectives as approved by the Compensation Committee of the Board of Directors and the Board of Directors; and (iv) for the Company's Chief Financial Officer and Secretary, a bonus of up to $70,000 may be earned based upon the achievement of certain qualitative goals as approved by the Compensation Committee and the Board of Directors. 3. For the fiscal year ending March 31, 2007, the Named Executive Officers are eligible to receive an aggregate of up to 70,000 options to purchase the Company's common stock based on meeting certain target increases in EPS performance and revenue growth during the fiscal year as follows: Louis Silverman (Chief Executive Officer): 20,000 options; Patrick Cline (President, NextGen Healthcare Information Systems Division), 40,000 options; Gregory Flynn (Executive Vice President, General Manager of QSI Division) 5,000 options; Paul Holt (Chief Financial Officer and Secretary), 5,000 options. The options shall be issued pursuant to one of the Company's shareholder approved option plans, have an exercise price equal to the closing price of -2- the Company's shares on the Nasdaq Global Select Market (or such other market upon which such shares then trade) as of the date of grant, a term of five years, vest in four equal, annual installments commencing one year following the date of grant and be granted pursuant to the Company's standard stock option agreement. 4. A special one-time cash bonus payment to Paul Holt, Chief Financial Officer, in the amount of $15,000 was approved based on extraordinary service in connection with his duties during the fiscal year ended March 31, 2006. 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: July 31, 2006 QUALITY SYSTEMS, INC. By: /s/ Paul Holt ----------------------- Paul Holt Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----