-----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, QwGvkkLEM4pOxIeQiOvCCckk7HgO2Nq8mG6i8JZmJ4cHVhCayv678kEsLqZrdfwe pEhXkIyNPR/LQ6LMOYo48A== 0001169232-06-003862.txt : 20060925 0001169232-06-003862.hdr.sgml : 20060925 20060925144801 ACCESSION NUMBER: 0001169232-06-003862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060925 DATE AS OF CHANGE: 20060925 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: 061106429 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 d69409_8k.htm 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)

September 20, 2006

 

QUALITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

CALIFORNIA

0-13801

95-2888568

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
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):

 

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))

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

Upon election to the Board of Directors of Quality Systems, Inc. (“QSI”) at its 2006 Annual Shareholders’ Meeting, the directors of QSI were granted compensation packages as follows: All non-employee directors shall receive a retainer of $30,000 per year plus a fee of $2,000 per meeting of the Board attended. Directors who serve on a committee of the Board shall receive a fee of $1,000 per committee meeting attended. In addition to the cash remuneration above, each newly elected and re-elected nonemployee director (Messrs. Fawzy, Hoffman, Hussein, Love, Pflueger, Plochocki, and Razin) shall receive 5,000 options to purchase Common Stock of the Company. The options shall be priced at the fair market value of the Company’s  Common Stock on the date of grant ($39.81 per share on September 20, 2006), vest in four equal annual installments from the date of grant (subject to the Vesting Event set forth below), and expire seven years from the date of grant. Such options shall become fully vested at the at the conclusion of such director’s term of service if the director is not re-elected to the Board except where such failure to re-elect the director is the result of (i) a voluntary withdrawal from Board service by such director or (ii) prior removal from the Board for cause under Section 304 of the California Corporations Code (together, the “Vesting Event”).

 

Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 20, 2006, QSI’s Amended and Restated Bylaws were amended to change the number of directors authorized from eight to nine. This change became effective concurrently with the Board of Directors’ election results at the 2006 Annual Meeting. A copy of the bylaw amendment is attached to this Form 8-K as Exhibit 3.1.

 

Item 8.01

Other Events

On September 20, 2006, QSI held its 2006 Annual Meeting. The total number of outstanding shares eligible to vote was 26,737,742. QSI stockholders were asked by QSI to consider and vote upon the following two proposals:

 

 

1.

To elect nine persons, as set forth below, to serve as directors of QSI until the next annual meeting.

 

2.

To ratify the appointment of Grant Thornton, LLP as independent public accountants of QSI for the fiscal year ending March 31, 2006.

 

 

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The results of the vote were as follows:

 

Proposal 1: Election of Directors

Name

For

Withheld

 

Patrick Cline

25,889,903

245,852

 

Ibrahim Fawzy

25,819,267

316,488

 

Edwin Hoffman

25,838,454

297,301

 

Ahmed Hussein

25,332,194

803,561

 

Vincent Love

25,900,353

235,402

 

Russell Pflueger

25,843,946

291,809

 

Steven Plochocki

25,896,046

239,709

 

Sheldon Razin

21,485,944

4,649,811

 

Louis Silverman

25,898,088

237,667

 

Proposal 2: Ratification of Accountants

For

Against

Abstain

 

26,096,745

23,520

15,490

 

As a result, Messrs. Cline, Fawzy, Hoffman, Hussein, Pflueger, Love, Plochocki, Razin, and Silverman were elected to serve as directors. Also, proposal 2 was approved by QSI’s shareholders.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

 

 

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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: September 21, 2006

QUALITY SYSTEMS, INC.

 

 

     By: /s/ Paul Holt                    

Paul Holt

Chief Financial Officer

 

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EXHIBITS ATTACHED TO THIS REPORT ON FORM 8-K

 

 

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 EX-3.1 2 d69409_ex3-1.htm ACTION WITH RESPECT TO BYLAWS OF QSI

 

Exhibit 3.01

ACTION WITH RESPECT TO BYLAWS

At a meeting of the Board of Directors (“Board”) of Quality Systems, Inc., a California corporation (the “Corporation”), duly held on August 4, 2006, and in accordance with Article V, Section 8 of the Corporation’s Amended and Restated Bylaws (“Bylaws”), the Board approved an increase in the size of the Board from eight members to nine members. The increase became effective on September 20, 2006, upon election of the nine directors at the Corporation’s 2006 Annual Shareholders’ Meeting (the “Effective Time”).

Accordingly, the final sentence of Article III, Section 2 of the Bylaws has been revised so that as of the Effective Time, Article III, Section 2 of the Bylaws reads in its entirety as follows:

Section 2.

NUMBER OF DIRECTORS.

The authorized number of directors shall be not less than five (5) nor more than nine (9) until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed, within the limits specified, by amendment of the next sentence duly adopted either by the Board or the shareholders. The exact number of directors shall be nine (9) until changed as provided in this Section 2.

The remainder of the Corporation’s Bylaws remain in full force and effect.

 

CERTIFICATE OF SECRETARY

The undersigned certifies that:

(1)           The undersigned is the duly elected and acting Secretary of the Corporation; and

(2)           The foregoing Action with Respect to Bylaws (“Action”) describes an action taken with respect to the Corporation’s Bylaws, as duly adopted and approved at a meeting of the Board on August 4, 2006, to be effective as of the Effective Time specified in the Action.

IN WITNESS WHEREOF, I have hereunto subscribed my name on September 20, 2006.

 

 

/s/ PAUL HOLT                      

  Paul Holt, Secretary

 

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