8-K

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 25, 2012

QUALITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

CALIFORNIA	001-12537	95-2888568
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

18111 Von Karman, Suite 700

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of New Executive Vice President, Chief Operating Officer, and Employment Arrangement Between the Company and Daniel J. Morefield.

On September 25, 2012, pursuant to authorization by the Board of Directors (the “Board”) of Quality Systems, Inc. (the “Company”), Daniel J. Morefield began service as Executive Vice President, Chief Operating Officer of the Company. Prior to his appointment, Mr. Morefield, age 53, spent the past decade serving in various operational and technology leadership roles. Most recently, Mr. Morefield was president and chief executive officer at LEADS360, Inc., a lead management company. Previously, Mr. Morefield was chief operations officer at Experian Consumer Direct, a consumer credit report monitoring business and chief information officer at Overture Services, Inc., a paid search company. Mr. Morefield holds a Bachelor of Arts degree in management science (quantitative economics) from the University of California, San Diego.

In connection with the appointment, the Company and Mr. Morefield entered into an at-will employment arrangement (the “Employment Arrangement”). The Employment Arrangement is attached to this report as Exhibit 10.1, which exhibit is incorporated herein by reference. Under the terms of the Employment Arrangement, Mr. Morefield will report to the Chief Executive Officer of the Company and his compensation will consist of the following components:

• A base salary at an annualized rate of $375,000.

• An annual cash bonus opportunity of up to $187,500, subject to the terms and provisions of the Company’s current Fiscal Year 2013 Incentive Program and pro-rated for the number of months Mr. Morefield is employed during the 2013 fiscal year.

• An immediate grant of 20,000 options to purchase the Company’s common shares at an exercise price equal to the closing price of the Company’s shares on Mr. Morefield’s first date of employment. The options will vest in equal, annual, 20% installments over a five-year period beginning one year following the grant date, and the options will have a term of eight years from the grant date. Mr. Morefield will also be eligible to receive up to 30,000 additional options under the equity bonus portion of the Company’s Fiscal Year 2013 Incentive Program.

• Three weeks of accrued vacation time per year, which may be used in accordance with the Company’s current vacation policy.

• Group insurance coverage and other employment benefits on the same terms as other employees of the Company.

Mr. Morefield is also required to acquire on the open market, and hold, shares of the Company’s stock in accordance with the Company’s Executive Stock Ownership Program in order to align his interests with the shareholders of the Company.

The Company intends to enter into an indemnification agreement with Mr. Morefield, which will be substantially consistent with the Company’s form of Second Amended and Restated Indemnification Agreement, filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 2, 2010, and incorporated herein by reference.

There are no relationships between Mr. Morefield and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company. The Company has had no transactions, and has no transaction proposed, in which Mr. Morefield, or any member of his immediate family, has a direct or indirect material interest.

Item 7.01. Regulation FD Disclosure.

A copy of the news release announcing the appointment of Mr. Morefield as Executive Vice President, Chief Operating Officer of the Company is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference. This exhibit is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Employment Arrangement between Quality Systems, Inc. and Daniel Morefield
Exhibit 99.1	Press release dated September 25, 2012 of Quality Systems, Inc.

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 25, 2012

QUALITY SYSTEMS, INC.
By:	/s/ James J. Sullivan
	James J. Sullivan
	Executive Vice President, General Counsel and Secretary

EXHIBITS ATTACHED TO THIS REPORT ON FORM 8-K

Exhibit No.	Description
10.1	Employment Arrangement between Quality Systems, Inc. and Daniel Morefield
99.1	Press release dated September 25, 2012 of Quality Systems, Inc.

EX-10.1

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

September 19, 2012

Daniel J. Morefield

Re:     Employment Offer Letter

Dear Dan:

On behalf of Quality Systems, Inc. (“QSI”), I am pleased to extend to you an offer of employment to join QSI in the full-time position of Executive Vice President, Chief Operating Officer. This letter will convey the proposed terms and conditions of your employment with QSI.

Following your acceptance of these terms, your employment start date will be September 25, 2012. Your title will be Executive Vice President, Chief Operating Officer, and subject to necessary business travel requirements, you will perform your employment duties at Irvine, California. You also will report directly to Steve Plochocki, the Chief Executive Officer of QSI, and your duties and responsibilities will be commensurate with your title.

The terms and conditions of your employment with QSI are summarized below:

1. You will receive an initial base salary of $375,000 per year ($31,250 per month), payable in accordance with QSI’s normal payroll practices and subject to all legally required deductions.

2. You will be eligible to receive an annual cash bonus opportunity of up to $187,500, subject to the terms of the current Fiscal Year 2013 Compensation Program for Executive Officers and Directors (the “2013 Incentive Program”) approved by QSI’s Compensation Committee on May 23, 2012. Any bonus payable for the Company’s 2013 fiscal year will be pro-rated for the number of full months of your employment during such fiscal year.

3. On your first day of employment, you will receive a grant of an option to purchase 20,000 shares of QSI’s common stock, pursuant to the terms and provisions of QSI’s Second Amended and Restated 2005 Stock Option and Incentive Plan. The option will have an exercise price equal to the closing price of QSI’s shares on the date of grant, an eight (8) year term, and will vest in equal, annual, 20% installments over a five-year period beginning one year following the grant date. You also will be eligible for an additional option grant under the equity award portion of the 2013 Incentive Program, based on a total annual potential option of 30,000 shares, which amount shall be pro-rated for the number of full months of your employment during the 2013 fiscal year.

4. To align your interests with those of the shareholders, you will be required to comply with the terms and conditions of QSI’s Executive Stock Ownership Program and to acquire and hold the minimum number of shares of QSI common stock set forth in such policy.

5. You will be entitled to accrue three weeks of vacation time per year, which may be used in accordance with QSI’s current policy as described in the Employee Handbook.

6. You will be eligible for group insurance coverage (with a participant eligibility date to be determined by the plan documents currently in effect), together with such other employment benefits generally made available to other similarly situated QSI employees. A summary of these benefits is attached.

7. By undertaking employment with QSI, you agree to abide by all current and future employment policies, rules and regulations of QSI. You also acknowledge that your position with QSI is a full-time position, and accordingly, you agree that you will not accept, during your employment with QSI, employment with any other person or entity without my prior written consent. As with all QSI employees, on your first day of employment, you will be required to execute (i) an Acknowledgement and Certification of your receipt of, and agreement with, QSI’s Employee Handbook and (ii) the attached Agreement for Protection of Company Information, which, among other things, requires you to protect QSI’s confidential information and includes certain non-solicitation provisions. As required by the Immigration Reform and Control Act of 1986 (“IRCA”), you also must establish your identity and authorization to work in the United States. Attached is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and plan to bring the appropriate original documentation on your first day of work.

8. You and QSI expressly understand and agree that your employment with QSI is in all respects “at will,” meaning that either you or QSI can terminate the employment relationship at any time without advance notice to the other, with or without cause, for any reason or no reason. QSI also can discipline, demote or alter the terms of employment of its employees at any time, with or without cause or advance notice. This letter and the employment documents referenced in the preceding paragraph will be our entire understanding concerning the subjects contained herein (including the at-will nature of your employment and the possible termination of the employment relationship), and QSI’s policy of at-will employment cannot be changed or modified in any way except that it may be superseded by one or more written agreements between you and QSI, authorized in advance by specific resolution of QSI’s Board of Directors and signed by both you and QSI’s Chief Executive Officer.

9. This offer is conditioned upon: (i) your written acceptance of this offer letter and (ii) your execution of the Agreement for Protection of Company Information and other documents described in paragraph 7. If you provide materially false or misleading information in your employment application or other documents submitted in connection with your seeking employment with QSI, you will be subject to immediate termination.

I am delighted that you will be joining QSI, and we all look forward to your making a tremendous contribution to the company.

Very truly yours,

/s/ James J. Sullivan

James J. Sullivan

Executive Vice President

AGREED TO AND ACCEPTED BY:

/s/ Daniel J. Morefield

Daniel J. Morefield

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE SEPTEMBER 25, 2012 For further information, contact: Susan J. Lewis, 303-804-0494 slewis@qsii.com

QUALITY SYSTEMS, INC. NAMES DANIEL J. MOREFIELD

EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER

IRVINE, Calif. … September 25, 2012 … Quality Systems, Inc. (NASDAQ: QSII) announced today the appointment of Daniel J. Morefield to the position of executive vice president, chief operating officer, effective September 25, 2012.

In this new capacity, Morefield will oversee operations for the Company and all its business units.

Morefield brings more than 30 years of experience to Quality Systems, having spent the past decade serving in various operational and technology leadership roles. Most recently, Morefield was president and chief executive officer at LEADS360, Inc., the country’s largest and most successful sales lead management company. During his tenure, Morefield introduced several successful new products, reorganized its leadership team and helped develop and implement a new strategy that resulted in improved financial and operational performance

Previously, Morefield was chief operations officer at Experian Consumer Direct, the largest consumer credit report monitoring business and parent of well-known brands such as consumerinfo.com and freecreditreport.com. Here, Morefield oversaw technology, product development, customer operations and wholesale client relationships. During his tenure, Morefield rebuilt the company’s technology and product management teams, which helped increase its average membership revenue by 59 percent.

Morefield also served as chief information officer at Overture Services, Inc., the pioneer of the paid search concept including pay-for-performance and sponsored search options. Morefield scaled the company’s operations to successfully support rapid growth, including a 1,000 percent increase in revenue, and expanded the technology team from 70 to more than 400 professionals worldwide.

“We welcome Dan to the senior management team at Quality Systems. We believe his operational expertise — coupled with his extensive knowledge of software and technology — will prove beneficial to the growth and future of Quality Systems. Dan’s insight will be advantageous in our continued development of cutting-edge ancillary products and services that support our award-wining electronic health records (EHR) platform, practice management solutions and revenue cycle management offering,” noted Steven T. Plochocki, president and chief executive officer at Quality Systems.

“We also look forward to the contributions Dan will make in his new role as we continue to address the ongoing, nationwide adoption of EHR as part of the stimulus plan, new models stemming from healthcare reform and the recent changes in the healthcare information technology sector as well as throughout our organization. We are confident that Dan’s acumen will play a key role in the direction and success of Quality Systems, and welcome him to the team,” Plochocki said.

Morefield is a resident of Laguna Niguel, Calif. and holds a Bachelor of Arts degree in management science (quantitative economics) from the University of California, San Diego.

About Quality Systems, Inc.

Irvine, Calif.-based Quality Systems, Inc. and its NextGen Healthcare subsidiary develop and market computer-based practice management, electronic health records and revenue cycle management applications as well as connectivity products and services for medical and dental group practices and small hospitals. Visit www.qsii.com and www.nextgen.com for additional information.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

This news release may contain forward-looking statements within the meaning of the federal securities laws, including but not limited to, statements regarding future events, developments, the Company’s future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future (including, without limitation, statements concerning revenue, net income and earnings per share). Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements are set forth in Part I, Item A of our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2012, including but not limited to: the volume and timing of systems sales and installations; length of sales cycles and the installation process; the possibility that products will not achieve or sustain market acceptance; seasonal patterns of sales and customer buying behavior; impact of incentive payments under The American Recovery and Reinvestment Act on sales and the ability of the Company to meet continued certification requirements; the development by competitors of new or superior technologies; the timing, cost and success or failure of new product and service introductions, development and product upgrade releases; undetected errors or bugs in software; product liability; changing economic, political or regulatory influences in the health-care industry; changes in product-pricing policies; availability of third-party products and components; competitive pressures including product offerings, pricing and promotional activities; the Company’s ability or inability to attract and retain qualified personnel; possible regulation of the Company’s software by the U.S. Food and Drug Administration; changes of accounting estimates and assumptions used to prepare the prior periods’ financial statements; and general economic conditions. A significant portion of the Company’s quarterly sales of software product licenses and computer hardware is concluded in the last month of a fiscal quarter, generally with a concentration of such revenues earned in the final ten business days of that month. Due to these and other factors, the Company’s revenues and operating results are very difficult to forecast. A major portion of the Company’s costs and expenses, such as personnel and facilities, are of a fixed nature and, accordingly, a shortfall or decline in quarterly and/or annual revenues typically results in lower profitability or losses. As a result, comparison of the Company’s period-to-period financial performance is not necessarily meaningful and should not be relied upon as an indicator of future performance. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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