1
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 29, 1999
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QUALITY SYSTEMS, INC
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(Exact name of registrant as specified in its charter)
California 0-13801 95-2888568
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
17822 East 17th Street, Suite 210, Tustin, California 92780
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 731-7171
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On July 29, 1999 the Company's board of directors took certain actions
which were publicly announced on July 30, 1999. The board (1) adopted
comprehensive corporate governance principles requiring all board
committees and three-quarters of the whole board to be independent
directors, (2) nominated six new independent candidates, including three
candidates proposed by dissident shareholders, to serve on the company's
seven-person board, and (3) amended the Company's "poison pill" rights
plan to allow termination of the plan by shareholder vote and to exempt
from the plan any offer treating all shareholders equally and remaining
open for 60 days or more.
The board's nominees, subject to their consent to serve and be named in
the proxy statement, are set forth in the Company's July 30, 1999 press
release which is filed as Exhibit 99.1 to this report. A copy of the
Corporate Governance Principles adopted as an amendment to the Bylaws of
the Company is filed as Exhibit 3.1 to this report. A copy of the
amendments to the Company's Shareholder Rights Agreement is filed as
Exhibit 10.1 to this report.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
The Exhibits listed on the accompanying Index to Exhibits on Page
6 are filed as part of this report.
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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.
QUALITY SYSTEMS, INC.
August 5, 1999 By: /s/ Robert G. McGraw
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Robert G. McGraw
Chief Financial Officer
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INDEX TO EXHIBITS
Sequential
Page
Exhibit No.
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3.1 Text of new Section 16 of Article III of the
Company's Bylaws regarding Corporate Governance
Provisions. 6
10.1 Text of Amendment Adopted July 29, 1999 to
Shareholder Rights Agreement, dated November 26,
1996, by and between Quality Systems, Inc. and
U.S. Stock Transfer Corp. 9
99.1 Text of Quality Systems, Inc. Press Release
dated July 30, 1999. 11
6
EXHIBIT 3.1
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EXHIBIT 3.1
CORPORATE GOVERNANCE PROVISIONS
1. At least three-quarters of the members of the board of directors (the
"Board") shall be independent. For purposes of any action of the
Board, at least one-half of the directors present and eligible to
vote must be independent.
An independent director means a person who:
(a) has never been an employee of the Company or any of its
subsidiaries;
(b) provides no services to the Company or to the Chief Executive
Officer or senior management of the Company as an adviser,
consultant or otherwise;
(c) is not employed by an entity which provides services to the
Company or to the Chief Executive Officer or senior management
of the Company as an adviser, consultant or otherwise;
(d) is not affiliated with a significant customer or supplier of
the Company ("significant" means more than 1% of annual
sales);
(e) has not had, during the past two years, any interest in any
significant transaction, or any business or financial
relationship, with the Company or an affiliate of the Company
(other than service as a director) for which the Company has
been required to make disclosure under Regulation S-K of the
Securities and Exchange Commission;
(f) is not a relative of an executive officer or director of the
Company;
(g) receives no compensation from the Company other than
director's fees;
(h) does not personally receive and is not an employee, director,
or trustee of a foundation, university, or other institution
that receives grants or endowments from the Company that are
material to the Company or to either the recipient and/or the
foundation, university or institution; or,
(i) is not employed by an entity of which (i) an executive officer
of the Company serves as a director or trustee, or (ii) a
director of the Company serves in a senior executive capacity.
2. There shall be an Audit Committee of the Board, composed entirely of
independent directors, which shall oversee the Company's financial
reporting process and internal controls, review compliance with laws
and accounting standards, recommend the appointment of public
accountants, and provide a direct channel of communication to the
Board for public accountants, internal auditors and finance
officers.
3. There shall be a Nominating Committee of the Board, composed entirely
of independent directors, which shall be responsible for the
evaluation and nomination of Board members.
4. There shall be a Compensation Committee of the Board, composed
entirely of independent directors, which shall be responsible for
(a) ensuring that senior management will be accountable to the Board
through the effective application of compensation policies, and (b)
monitoring the effectiveness of both senior management and the Board
(including committees thereof). The Compensation Committee shall
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establish compensation policies applicable to the Company's
executive officers. A fair summary of such policies and the
relationship of corporate performance to executive compensation,
including the factors and criteria upon which the Chief Executive
Officer's compensation was based, shall be disclosed to shareholders
in the Company's proxy statement for the annual meeting.
5. There shall be a Transaction Committee of the Board, composed entirely
of independent directors, which shall be responsible for reviewing
all related-party transactions involving the Company, and
considering and making recommendations to the full Board with
respect to all proposals involving (a) a change in control, or (b)
the purchase or sale of assets constituting more than 10% of the
Company's total assets. Additionally, the Transaction Committee
shall be responsible for reviewing all transactions or proposed
transactions that trigger the Company's shareholders' rights plan,
if any.
6. If at any time the Chairman of the Board shall be an executive officer
of the Company, or for any other reason shall not be an independent
director, a non-executive Lead Director shall be selected by the
independent directors. The Lead Director shall be one of the
independent directors, shall be a member of the Audit Committee and
of the Executive Committee, if there is such a committee, and shall
be responsible for coordinating the activities of the independent
directors. He shall assist the Board in assuring compliance with
these corporate governance procedures and policies, and shall
coordinate, develop the agenda for, and moderate executive sessions
of the Board's independent directors. Such executive sessions shall
be held immediately following each regular meeting of the Board, and
may be held at other times as designated by the Lead Director. The
Lead Director shall approve, in consultation with the other
independent directors, the retention of consultants who report
directly to the Board. If at any time the Chairman of the Board is
one of the independent directors, then he or she shall perform the
duties of the Lead Director.
7. The foregoing provisions are adopted as part of the Bylaws of the
Company and cannot be amended or repealed without either (a)
approval by the stockholders of the Company, or (b) approval by a
two-thirds majority of all the authorized number of directors of the
Company including two-thirds of the independent directors, and
cannot be amended or repealed prior to the 1999 Annual Meeting of
the Company. Any inconsistent provisions of the Bylaws are hereby
modified to be consistent with these provisions. The foregoing
provisions, insofar as they establish eligibility to serve as a
director or as a committee member, shall not have the effect of
removing any director or committee member from office but shall be
given effect at the next election of directors and the next
selection of committee members, as the case may be, in calendar year
1999 and thereafter. The foregoing provisions shall not be construed
to limit or restrict the effective exercise of statutory cumulative
voting rights by any shareholder, but the Nominating Committee shall
not nominate candidates for election to the Board except as may be
consistent with such provisions, and no corporate funds may be
expended for the solicitation of proxies which are inconsistent with
the foregoing provisions.
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EXHIBIT 10.1
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EXHIBIT 10.1
AMENDMENT ADOPTED JULY 29, 1999 TO SHAREHOLDER RIGHTS AGREEMENT
RESOLVED, that the Shareholder Rights Agreement dated November 25, 1996
shall be amended by adding the following provisions:
(1) The Rights and the Rights Agreement may be terminated (i) at any
Annual Meeting, by vote of a majority of the Common Stock outstanding and
entitled to vote at such meeting if a proposal for such action is properly
brought before the meeting, or (ii) at any other time, by vote or written
consent of two-thirds of the Common Stock outstanding and entitled to
vote. This provision shall be added as Section 23(c) of the Rights
Agreement.
(2) There shall be exempted from the operation of the Rights Agreement
(i) any offer by any person to acquire shares of Common Stock of the
Company if such offer is open to all holders of Common Stock on equal
terms and such offer is open for at least sixty (60) business days
following the date of commencement of such offer, and (ii) the acquisition
of Common Stock pursuant to such offer. An offer or acquisition exempt
under this subsection shall not cause any adjustment of the terms of the
rights under Section 11 or 13 of the Agreement, and shall not cause a
Distribution Date to occur under Section 3(a) of the Agreement. This
provision shall be added as Section 3(d) of the Rights Agreement.
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EXHIBIT 99.1
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EXHIBIT 99.1
TEXT OF PRESS RELEASE DATED JULY 30, 1999
For Immediate Release
Quality Systems, Inc. Moves to Reorganize Board
TUSTIN, CA - July 30, 1999 - Quality Systems, Inc. (NASDAQ: QSII)
announced today that the Board has acted to address shareholder
suggestions to reorganize its Board and adopt added corporate governance
policies. The Board (1) adopted comprehensive corporate governance
principles requiring all Board committees and three-quarters of the whole
Board to be independent directors; (2) nominated six new independent
candidates, including three candidates proposed by dissident shareholders
to serve on the Company's seven-person Board; (3) amended the Company's
"poison pill" rights plan to allow termination of the plan by shareholder
vote and to exempt from the plan any offer treating all shareholders
equally and remaining open for 60 days or more. The Board's nominees,
subject to their consent to serve and be named in the proxy statement,
are: Dr. Ahmed Hussein and Dr. Emad A. Zikry (proposed by Dr. Hussein),
Mr. Kelly McCrann (proposed by Lawndale Capital), Mr. Frank Meyer (a
Chicago businessman), Mr. William Small (a Massachusetts businessman),
Mr. John Rau (a California businessman), Mr. Sheldon Razin, the Chairman.
"The Board is extending an olive branch to Dr. Hussein and Mr. Shapiro,
the head of Lawndale Capital," said Mr. Razin. "We are hopeful each of
them will accept it." The Company's annual meeting is scheduled for
September 17, 1999.
Quality Systems is one of the leading developers and providers of
computer-based practice management and medical records systems for medical
and dental group practices, with a customer base of approximately 500
clients in 45 states, Canada and Saudi Arabia.
This news release contains forward-looking statements, including those
related to revenue and net income, that involve a number of risks and
uncertainties. Among the important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements are volume and timing of systems sales and installations;
length of sales cycles and installation process; the possibility that the
products will not achieve market acceptance; seasonal patterns of sales
and customer buying behavior; the development by competitors of new or
superior technologies; delays in product development; undetected errors or
bugs in software; product liability; changing economic, political or
regulatory influences in the health-care industry; changes in product-
pricing policies; competitive pressures; possible regulation of the
company's software by the U.S. Food and Drug Administration; general
economic conditions; and the risk factors detailed from time to time in
Quality Systems' periodic reports and registration statements filed with
the Securities and Exchange Commission.