DEFA14A 1 d383292ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material under §240.14a-12
QUALITY SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

   

 

  (2)  

Aggregate number of securities to which transaction applies:

 

   

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

   

 

  (4)  

Proposed maximum aggregate value of transaction:

 

   

 

  (5)   Total fee paid:
   
   

 

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of this filing:
  (1)  

Amount Previously Paid:

 

   

 

  (2)  

Form, Schedule or Registration Statement No.:

 

   

 

  (3)  

Filing Party:

 

   

 

  (4)  

Date Filed:

 

   

 

 

 

 


QUALITY SYSTEMS MANAGEMENT TEAM SENDS LETTER TO

SHAREHOLDERS IN SUPPORT OF COMPANY BOARD NOMINEES

Highlights Ahmed Hussein’s History of Value Destruction and His Threat to QSI Momentum

IRVINE, Calif.—July 23, 2012 – Quality Systems, Inc. (NASDAQ:QSII) announced today that its entire senior management team has sent a letter to all QSI shareholders voicing the team’s strong support for the QSI board nominees at the company’s annual meeting on August 16, 2012.

In the letter, the QSI management team also expresses concern that dissident director and current Board member Ahmed Hussein and his director nominees threaten to disrupt the momentum that the QSI Board and management team have established over the past several years, which has led to solid revenue and earnings growth. The QSI management team urges all shareholders to vote in support of the QSI board nominees at the upcoming annual meeting to protect and optimize the value of their investment in QSI.

A copy of the letter follows:

July 20, 2012

Dear shareholder:

We are writing to express our deep concern regarding Mr. Ahmed Hussein, an activist investor who is currently attempting to replace a majority of our company’s Board of Directors. Simply put, we believe that Mr. Hussein must be defeated in order to protect your investment, and we would greatly appreciate your support.

The consistent support of a majority of our Board of Directors has been an important element in the growth and profitability of Quality Systems. By contrast, we believe that over the years Mr. Hussein has been destructive to shareholder value. He does not appear to understand or to care about our business or its strategy. Instead, he has harassed management and the majority of the Board with a seemingly never-ending stream of nonsubstantive attacks on the company. These attacks have not only cost us significant amounts of money to defend, they have threatened the ability of our management and employees to carry out our growth strategy in the face of increasingly intense competition.

Now, at a time when Quality Systems should be looking to build on its solid track record of revenue and earnings growth over the past several years, Mr. Hussein is continuing his pattern of threatening that momentum. His past behavior certainly forms the root of our concern. For example, Mr. Hussein has used a flood of letters from his attorneys to the company and its legal counsel, expensive and distracting proxy fights, assorted demands upon management and its advisors, lawsuits and other disruptive methods. Despite these tactics, we have managed to retain our focus and to execute our strategy. But our success has only been possible because Mr. Hussein has been in a minority position and has thus been unable to determine our company’s direction. Based on what we have experienced with Hussein over many years, the prospect of Mr. Hussein increasing his influence is deeply disturbing to us, as we believe it should be to all shareholders. That is why we feel the need for us to speak out against Mr. Hussein and his disruptive behavior.

With your support in helping us to defeat Mr. Hussein’s attacks, we will continue to execute what we strongly feel is the right strategy to continue the company’s success and to increase shareholder value - for we are not only your management team, but your fellow shareholders as well.

 

Steve T. Plochocki

President and Chief Executive Officer

Quality Systems, Inc.

Member, QSI Board of Directors

    

Paul A. Holt

Executive Vice President

Chief Financial Officer

Quality Systems, Inc.

  

James J. Sullivan

Executive Vice President

General Counsel and Secretary

Quality Systems, Inc.

/s/ Steve T. Plochocki      /s/ Paul A. Holt    /s/ James J. Sullivan

Scott Decker

President

NextGen Division

    

Monte Sandler

Executive Vice President

RCM Services Division

  

Steve Puckett

Executive Vice President

Hospital Solutions Division

/s/ Scott Decker      /s/ Monte Sandler    /s/ Steve Puckett

Donn Neufeld

Executive Vice President

QSI Dental/EDI Division

       

/s/ Donn Neufeld

       

 

18111 Von Karman Avenue, Suite 700, Irvine, CA 92612