-----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, Q+jC/VOPL/rU7AGERgjvEXRAG7neOk9TGsQuzPQ91cnNmLOAkDvIXJbrfyFYIdPg 9FO0iNiGvm3Elr8GPna59Q== 0001169232-08-003351.txt : 20080911 0001169232-08-003351.hdr.sgml : 20080911 20080910181558 ACCESSION NUMBER: 0001169232-08-003351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080909 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080910 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: 081066013 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 d74935_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 9, 2008

 

QUALITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

CALIFORNIA 0-13801 95-2888568

(State or other jurisdiction (Commission File Number) (IRS Employer

of incorporation) Identification Number)

 

18111 Von Karman, Suite 600

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))
 

 

-1-

 

 

 

 

 

Item 8.01  

Other Events

 

 

On September 4, 2008, Quality Systems, Inc. (“QSI”) held its 2008 Annual Meeting. QSI shareholders were asked to consider and vote upon the following three proposals:

 

1.

To elect nine persons to serve as directors of QSI.
2. To ratify the appointment of Grant Thornton, LLP as independent public accountants of QSI for the fiscal year ending March 31, 2009.

 

3.

To approve an amendment to QSI's Bylaws changing the definition of “independent” director.

 

On September 9, 2008, the independent inspector of election issued its final report on the results of the shareholder vote as follows:

 

 

Proposal No. 1 – Election of Directors

Votes For

Withheld

 

 

 

Name of Management Nominee

 

 

 

 

 

George Bristol

22,471,224          

                   103,552

Patrick Cline

22,469,844          

                   103,552

Philip N. Kaplan

22,468,600          

                   103,552

Vincent J. Love

22,469,252          

                   103,552

Russell Pflueger

22,468,614          

                   103,552

Steven T. Plochocki

22,467,958          

                   103,552

Sheldon Razin

22,458,849          

                   103,552

Robert L. Smith

12,828          

                   103,552

 

 

 

Name of Ahmed Hussein Nominee

 

 

 

 

 

Murray Brennan, M.D.

23,551,142          

                   15,168

Thomas R. DiBenedetto

101,102          

                   15,168

Ibrahim Fawzy

200,550          

                   15,168

Edwin Hoffman

101,102          

                   15,168

Ahmed Hussein

23,551,143          

                   15,168

Joseph D. Stillwell

100,202          

                   15,168

 

 

 

 

 

 

     For

Against

Abstain

Proposal No. 2 – Ratification of Accountants

22,872,497

28,814      

  22,511

Proposal No. 3 – Amendment of Bylaws

9,297,766

13,561,911      

  64,143

 

As a result of the shareholder vote, (i) with respect to Proposal No. 1, Messrs. Brennan, Bristol, Cline, Hussein, Kaplan, Love, Plueger, Plochocki, and Razin were elected to serve as directors, (ii) Proposal No. 2 was approved and (iii) proposal No. 3 failed to receive the votes required to pass and was not approved. On September 10, 2008, QSI issued a press release containing further information concerning the annual meeting results. A copy of that press release is set forth on Exhibit 99.1 attached hereto.

 

-2-

 

 

 

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

 

 

-3-

 

 

 

 

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 10, 2008

 

QUALITY SYSTEMS, INC.

By: /s/ Paul Holt

 

Paul Holt
Chief Financial Officer

 
 

-4-

 

 

 

 

 EX-99.1 2 d74935_ex99-1.htm PRESS RELEASE

Exhibit 99.1

 

Press Release dated September 10, 2008 Regarding Final Certified Results of 2008
Annual Shareholders Meeting

 

QUALITY SYSTEMS ANNOUNCES FINAL VOTING RESULTS OF ANNUAL SHAREHOLDER MEETING

 

Shareholders Overwhelmingly Vote to Elect Seven of Eight Company Nominees to the Board of Directors and Defeat Dissident Bylaw Proposal

 

IRVINE, Calif. – September 10, 2008 – Quality Systems, Inc. (Nasdaq: QSII) today confirmed that shareholders had overwhelmingly elected seven of the company’s eight Director nominees to the Quality Systems Board at its annual meeting held on September 4, 2008, based on the final certified voting results from IVS Associates, the independent inspector of elections. The final results also showed that the proposal put forth by dissident investor Ahmed Hussein to amend Quality Systems’ definition of “independent director” in its bylaws was soundly rejected by shareholders.

 

Elected to the Board from the company’s slate were George Bristol, Patrick Cline, Philip Kaplan, Vincent Love, Russell Pflueger, Steven Plochocki and Sheldon Razin. Dissident candidates Mr. Hussein and Murray Brennan were also elected to the Board from Mr. Hussein’s six-member slate of nominees. Quality Systems’ corporate bylaws provide for cumulative voting, which facilitated the dissidents’ election to the Board primarily based on Mr. Hussein’s 16.8% ownership in the company.

 

“We are very pleased to have this meeting behind us and to have received such tremendous shareholder support during the vote,” said Steven Plochocki, CEO of Quality Systems. “Together with our management team, I am looking forward to building upon our successful track record of executing on the company’s strategic plan and maximizing value for all our shareholders.”

 

About Quality Systems, Inc.

 

Quality Systems, Inc. and its NextGen Healthcare Information Systems subsidiary develop and market computer-based practice management, patient records, and connectivity and other applications and services for medical and dental group practices. Visit www.qsii.com and www.nextgen.com for additional information.

 

 

-5-

 

 

 

 

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

 

Statements made in this release, the proxy statements filed with the Securities and Exchange Commission (“Commission”), communications to shareholders, press releases and oral statements made by our representatives that are not historical in nature, or that state our or management’s intentions, hopes, beliefs, expectations or predictions of the future, may constitute “forward-looking statements” within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements can often be identified by the use of forward-looking terminology, such as “could,” “should,” “will,” “will be,” “will lead,” “will assist,” “intended,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “plan,” or “estimate” or variations thereof or similar expressions. Forward-looking statements are not guarantees of future performance.

Forward-looking statements involve risks, uncertainties and assumptions. It is important to note that any such performance and actual results, financial condition or business, could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risk factors discussed under “Risk Factors” in our Annual Report on Form 10-K for fiscal year ended March 31, 2008, as well as factors discussed elsewhere in this and other reports and documents we file with the Commission. Other unforeseen factors not identified herein could also have such an effect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time unless required by law. Interested persons are urged to review the risks described under “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for fiscal year ended March 31, 2008, as well as in our other public disclosures and filings with the Commission.

 

Investor Contact:

Quality Systems, Inc.

Paul Holt, CFO

949-255-2600

www.qsii.com

 

Media Contact:

The Abernathy MacGregor Group

Tom Johnson/Michael Pascale

(212) 371-5999

 

 

 

-6-

 

 

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----