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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM 10-K/A NO. 2
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2005
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-13801
Quality Systems, Inc.
(Exact name of Registrant as specified in its charter)
California 95-2888568
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
18191 Von Karman Avenue, Suite 450, Irvine, California 92603
(Address of principal executive offices, including zip code)
(949) 255-2600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per Share
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of September 30, 2004: $210,543,000 (based on the closing
sales price of the Registrant's Common Stock as reported in the NASDAQ National
Market System on that date, $50.51 per share).*
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 3, 2005: $415,011,000 (based on the closing sales
price of the Registrant's Common Stock as reported in the NASDAQ National Market
System on that date, $51.30 per share).*
*For purposes of this report, in addition to those shareholders which fall
within the definition of "affiliates" under Rule 405 of the Securities Act of
1933, as amended, holders of ten percent or more of the Registrant's Common
Stock are deemed to be affiliates.
Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of the latest practicable date.
Common Stock, $.01 par value 13,115,360
---------------------------- -----------------------------
(Class) (Outstanding at June 8, 2005)
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 2 to Form 10-K is being filed to correct a
typographical error contained on the signature page and power of attorney for
the initial filing of the Registrant's Form 10-K. As originally filed, the
signature page and the power of attorney contained on the signature page
inadvertently included the conformed signature of Mr. Ahmed Hussein, one of the
members of the Registrant's board of directors. However, Mr. Hussein did not
sign the Form 10-K or power of attorney.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
3.1 Articles of Incorporation of the Company, as amended, are hereby
incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended March 31, 1984, File No.
2-80056.
3.1.1 Amendment to Articles of Incorporation, effective March 4, 2005.
**
3.2 Bylaws of the Company, as amended and restated. **
3.3 Certificate of Amendment of Bylaws of the Company is hereby
incorporated by reference to Exhibit 3.2.1 to the Company's
Registration Statement on Form S-1, File No. 333-00161.
3.4 Text of Sections 2 and 3 of Article II of the Bylaws of the
Company is hereby incorporated By reference to Exhibit 3.2.2 to
the Company's Quarterly report on Form 10-QSB for the period
Ended December 31, 1996, File No. 0-13801.
3.5 Certificate of Amendment of Bylaws of the Company, is hereby
incorporated by reference to Exhibit 3.2.3 to the Company's
Annual Report on Form 10-K for the year ended March 31, 2000,
File No. 0-13801.
10.2* 1989 Incentive Stock Option Plan is hereby incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8, File No. 33-31949.
10.2.1* Form of Incentive Stock Option Agreement is hereby incorporated
by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1, File No. 333-00161.
10.2.2* Form of Non-Qualified Stock Option Agreement is hereby
incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1, File No. 333-00161.
10.3* Form of Incentive Stock Option Agreement is hereby incorporated
by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1, File No. 2-80056.
10.4* 1993 Deferred Compensation Plan is hereby incorporated by
reference to Exhibit 10.5 to the Company's Annual Report on Form
10-KSB for the year ended March 31, 1994, File No. 0-13801.
10.4.2* Profit Sharing and Retirement Plan, as amended, is hereby
incorporated by reference to Exhibit 10.4.2 to the Company's
Annual Report on Form 10-KSB for the year ended March 31, 1994,
File No. 0-13801.
3
EXHIBIT
NUMBER EXHIBIT
- ------ -------
10.4.3* Profit Sharing and Retirement Plan, as amended, amendments No. 2
and 3, are hereby incorporated by reference to Exhibit 10.4.3 to
the Company's Annual Report on Form 10-KSB for the year ended
March 31, 1996, File No. 0-13801.
10.5 Series "A" Convertible Preferred Stock Purchase Agreement, as
amended, dated April 21, 1995 between the Company and Clinitec
International, Inc., is hereby incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-KSB for
the year ended March 31, 1995, File No. 0-13801.
10.6 Form of Indemnification Agreement is hereby incorporated by
reference to Exhibit 10.10 to the Company's Registration
Statement on Form S-1, File No. 333-00161.
10.6.1* Form of Indemnification Agreement for directors and executive
officers authorized January 27, 2005. **
10.7 Agreement and Plan of Merger, dated May 16, 1996, by and among
Quality Systems, Inc., CII Acquisition Corporation, Clinitec
International, Inc. and certain shareholders of Clinitec
International, Inc. and certain exhibits are hereby incorporated
by reference to Exhibit 2 to the Company's Current Report on Form
8-K, dated May 17, 1996 and filed May 30, 1996.
10.8 Asset Purchase Agreement, dated May 15, 1997, by and among
NextGen Healthcare Information Systems, Inc., MHIS Acquisition
Corp., Quality Systems, Inc., and certain shareholders of NextGen
Healthcare Information Systems, Inc. is hereby incorporated by
reference to Exhibit 2 of Company's Current Report on Form 8-K,
dated May 15, 1997 and filed May 29, 1997, File No. 0-13801.
10.9* 1998 Employee Stock Contribution Plan is hereby incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8, File No. 333-63131.
10.10* 1998 Stock Option Plan is hereby incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-8,
File No. 333-67115.
10.10.1* Amended and Restated 1998 Stock Option Plan. **
10.11* Memorandum of Understanding regarding the April 3, 2000
resignation of Sheldon Razin between Sheldon Razin and Quality
Systems, Inc., is hereby incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K for the year
ended March 31, 2000, File No. 0-13801.
10.12* Memorandum of Understanding Relating to Director Nominees is
hereby incorporated by reference to Company's Definitive Proxy
Statement for the Company's 1999 Shareholder's Meeting, File No.
001-12537.
4
EXHIBIT
NUMBER EXHIBIT
- ------ -------
10.13* Employment Agreement dated July 20, 2000 between Quality Systems,
Inc. and Lou Silverman is hereby incorporated by reference to
Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000, File No. 0-13801.
10.14 Lease Agreement between Company and Tower Place, L.P. dated
November 15, 2000, commencing February 5, 2001 is hereby
incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended March 31, 2001,
File No. 0-13801.
10.15 Lease Agreement between Company and Orangewood Business Center
Inc. dated April 3, 2000, amended February 22, 2001, is hereby
incorporated by reference to Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the year ended March 31, 2001,
File No. 0-13801.
10.16 Lease Agreement between Company and Craig Development Corporation
dated February 20, 2001 is hereby incorporated by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
year ended March 31, 2001, File No. 0-13801.
10.17 Sublease Agreement between Company and Infinium Software dated
February 22, 2002 is hereby incorporated by reference to Exhibit
10.17 to the Company's Annual Report on Form 10-K for the year
ended March 31, 2003, File No. 0-13801.
10.18 Lease Agreement between Company and HUB Properties LLC dated May
8, 2002 is hereby incorporated by reference to Exhibit 10.18 to
the Company's Annual Report on Form 10-K for the year ended March
31, 2003, File No. 0-13801.
10.19 Lease Agreement between the Company and LakeShore Towers Limited
Partnership Phase IV, a California limited partnership, dated
September 15, 2004. **
10.20* Board Service Agreement between the Company and Lou Silverman is
incorporated by reference to Exhibit 10.2.1 to our Current Report
of Form 8-K, dated May 31, 2005, File No. 001-12537.
10.21* Board Service Agreement between the Company and Patrick Cline is
incorporated by reference to Exhibit 10.2.1 to the Company's
Current Report of Form 8-K, dated May 31, 2005, File No.
001-12537.
21 List of Subsidiaries****
23.1 Consent of Independent Registered Public Accounting Firm - Grant
Thornton LLP**
5
EXHIBIT
NUMBER EXHIBIT
- ------ -------
24 Power of Attorney *****
31.1 Certification of Chief Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
***
31.2 Certification of Chief Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
***
32.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. **
* This exhibit is a management contract or a compensatory plan or
arrangement.
** Filed as an exhibit to the initial filing of this Report and
incorporated herein by reference.
*** Filed herewith.
**** Filed as an exhibit to Amendment No. 1 to this Report.
***** Contained on the signature page to the initial filing of this
Report, and corrected via the Explanatory Note on the facing page
of this Form 10-K/A No. 2.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A No. 2 to
be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ LOUIS E. SILVERMAN
--------------------------
Louis E. Silverman,
President and Chief Executive Officer
Date: August 19, 2005
Pursuant to the requirement of the Securities Exchange Act of 1934, this
Form 10-K/A No. 2 has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- ----------------------------- ---------------------------------------- ---------------
/s/ SHELDON RAZIN* Chairman of the Board August 19, 2005
- -----------------------------
Sheldon Razin
/s/ LOUIS E. SILVERMAN Director, President and Chief Executive
- ----------------------------- Officer (Principal Executive
Louis E. Silverman Officer)/Director August 19, 2005
/s/ PATRICK CLINE* Director, President, NextGen Healthcare
- ----------------------------- Information Systems Division August 19, 2005
Patrick Cline
/s/ PAUL HOLT Secretary and Chief Financial Officer
- ----------------------------- (Principal Financial Officer) August 19, 2005
Paul Holt
/s/ WILLIAM BOTTS* Director August 19, 2005
- -----------------------------
William Botts
/s/ MAURICE DEWALD* Director August 19, 2005
- -----------------------------
Maurice DeWald
- ----------------------------- Director August 19, 2005
Ahmed Hussein
/s/ JONATHAN JAVITT* Director August 19, 2005
- -----------------------------
Jonathan Javitt
/s/ VINCENT LOVE* Director August 19, 2005
- -----------------------------
Vincent Love
/s/ STEVEN PLOCHOCKI* Director August 19, 2005
- -----------------------------
Steven Plochocki
*By: /S/ LOUIS E. SILVERMAN
------------------------
Louis E. Silverman,
Attorney-In-Fact
7
INDEX TO EXHIBITS FILED WITH THIS FORM 10-K/A NO. 2
EXHIBIT
NUMBER EXHIBIT
- ------ -------
31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
8