As filed with the Securities and Exchange Commission on November 16, 2005
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 95-2888568
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
18191 Von Karman Avenue, Suite 450
Irvine, CA 92612
(Address of principal executive offices) (Zip code)
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2005 Stock Option and Incentive Plan
(Full title of the Plan)
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Paul Holt
Chief Financial Officer
Quality Systems, Inc.
18191 Von Karman Avenue, Suite 450
Irvine, CA 92612
(Name and address of agent for service)
(949) 255-2600
(Telephone number, including area code, of agent for service)
Copy to:
Thomas J. Crane, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
(714) 641-5100
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
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Common Stock, $.01 par value 1,200,000 shares $69.35 $83,220,000 $9,794.99
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(1) In the event of a stock split, stock dividend or similar transaction
involving common stock of the Registrant, in order to prevent dilution,
the number of shares registered shall be automatically increased to cover
the additional shares in accordance with Rule 416(a) of the Securities Act
of 1933 ("Securities Act").
(2) Calculated pursuant to Rules 457(c) and Rule 457(h) on the basis of the
high and low selling prices per share of Registrant's common stock on
November 9, 2005, as reported on The Nasdaq National Market.
(3) Based on a fee rate of $117.70 per $1,000,000.
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TABLE OF CONTENTS
PART I Information Required in the Section 10(a) Prospectus...................3
PART II Information Required in the Registration Statement....................3
Item 3. Incorporation of Documents by Reference.......................3
Item 4. Description of Securities.....................................4
Item 5. Interests of Named Experts and Counsel........................4
Item 6. Indemnification of Directors and Officers.....................4
Item 7. Exemption from Registration Claimed...........................5
Item 8. Exhibits......................................................6
Item 9. Undertakings..................................................6
SIGNATURES.....................................................................8
POWER OF ATTORNEY..............................................................9
EXHIBIT INDEX.................................................................10
-2-
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I, Items 1
and 2 of Form S-8, will be sent or given to employees in accordance with Form
S-8 and Rule 428(b)(1) of the Securities Act. Registrant will furnish without
charge to each employee to whom information is required to be delivered, upon
written or oral request, a copy of each document incorporated by reference in
the Section 10(a) prospectus, and any other documents required to be delivered
to them under Rule 428(b) of the Securities Act. Requests should be directed to
Quality Systems, Inc., 18191 Von Karman Avenue, Suite 450, Irvine, California
92612, Attention: Chief Financial Officer. Registrant's telephone number is
(949) 255-2600.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
registration statement:
(a) Registrant's Form 8-K for November 3, 2005, filed with the
Securities and Exchange Commission ("Commission") on November 8,
2005 (File No. 000-13801);
(b) Registrant's Form 10-Q for September 30, 2005, filed with the
Commission on November 7, 2005;
(c) Registrant's Form 8-K for October 26, 2005, filed with the filed
with the Commission on October 28, 2005;
(d) Registrant's Form 8-K for October 5, 2005, filed with the filed with
the Commission on October 11, 2005;
(e) Registrant's Form 8-K for September 5, 2005, filed with the
Commission on September 6, 2005;
(f) Registrant's Form 10-K, Form 10-K/A No. 1 and Form 10-K/A No. 2 for
the fiscal year ended March 31, 2005, filed with the Commission on
June 14, 2005, August 10, 2005 and August 19, 2005, respectively;
(g) Registrant's Form 10-Q for the quarter ended June 30, 2005, filed
with the Commission on August 5, 2005;
(h) Registrant's Form 8-K for July 28, 2005, filed with the Commission
on August 2, 2005;
(i) Registrant's Form 8-K for July 19, 2005, filed with the Commission
on July 21, 2005;
(j) Registrant's Form 8-K for May 25, 2005, filed with the Commission on
May 31, 2005;
(k) Registrant's Form 10-Q/A No. 1 for the quarter ended September 30,
2004, filed with the Commission on April 18, 2005; and
3
(l) The description of Registrant's common stock contained in
Registrant's Form 8-K for November 3, 2005, filed with the
Commission on November 8, 2005, and any other amendments or reports
filed for the purpose of updating such description.
All reports and other documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold, or that deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this registration statement and shall be a part hereof from the date of
filing such documents.
For purposes of this registration statement, any document or statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant's Articles of Incorporation limit the personal liability of its
directors for monetary damages to the fullest extent permitted by the California
Corporations Code (the "California Code"). Under section 204(a)(10) of the
California Code, a director's liability to a company or its shareholders may not
be limited with respect to the following items:
(i) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to the
best interests of the company or its shareholders or that
involve the absence of good faith on the part of the director,
(iii) any transaction from which a director derived an improper
personal benefit,
(iv) acts or omissions that show a reckless disregard for the
director's duty to the company or its shareholders in
circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's
duties, of a risk of a serious injury to the company or its
shareholders,
4
(v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty
to the company or its shareholders,
(vi) contracts or transactions between the company and a director
within the scope of Section 310 of the California Code,
(vii) improper distributions, loans and guarantees under Section 316
of the California Code,
(viii) acts or omissions occurring prior to the date such provision
eliminating or limiting the personal liability of a director
became effective, or
(ix) acts or omissions as an officer, notwithstanding that the
officer is also a director or that his or her actions, if
negligent or improper, have been ratified by the directors.
The limitation of liability does not affect the availability of
injunctions and other equitable remedies available to Registrant's shareholders
for any violation by a director of the director's fiduciary duty to Registrant
or its shareholders.
Registrant's Articles of Incorporation also include an authorization for
Registrant to indemnify its "agents" (as defined in Section 317 of the
California Code) through bylaw provisions, by agreement or otherwise, to the
fullest extent permitted by law. Pursuant to this provision, Registrant's Bylaws
provide for indemnification of Registrant's directors. In addition, Registrant
may, at its discretion, provide indemnification to persons whom Registrant is
not obligated to indemnify, including its officers, employees and other agents.
The Bylaws also allow Registrant to enter into indemnity agreements with
individual directors, officers, employees and other agents. It is Registrant's
policy to enter into such indemnity agreements with its directors and executive
officers to provide the maximum indemnification permitted by law.
These agreements, together with Registrant's Bylaws and Articles of
Incorporation, may require Registrant, among other things, to indemnify these
directors or executive officers (other than for liability resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court of competent jurisdiction that they are not
entitled to indemnification, and to obtain directors' and officers' insurance if
available on reasonable terms. Section 317 of the California Code and
Registrant's Bylaws makes provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
5
Item 8. Exhibits
Exhibit
Number Exhibit
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4 Quality Systems, Inc. 2005 Stock Option and Incentive Plan(1)
5 Opinion of Rutan & Tucker, LLP(2)
23.1 Consent of Grant Thornton LLP, independent registered public
accounting firm`(2)
23.2 Consent of Rutan & Tucker, LLP (contained in Exhibit 5.1)
24 Power of Attorney (contained on the signature pages hereto)
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(1) Filed with the Commission on October 11, 2005 as an exhibit to
Registrant's Form 8-K for October 5, 2005 and incorporated herein by
reference.
(2) Attached to this filing.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering of those securities made pursuant to the 2005 Stock Option and
Incentive Plan.
6
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irvine, California, on this 11th day of November, 2005.
QUALITY SYSTEMS, INC.
By: /s/ Paul Holt
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Paul Holt
Chief Financial Officer
8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Quality Systems, Inc., a California corporation, do hereby
constitute and appoint Louis Silverman and Paul Holt and each of them, their
lawful attorneys-in-fact and agents, with the power of substitution and
resubstitution, with full power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act and any rules or regulations or
requirements of the Commission in connection with the registration statement.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to the registration
statement, to any and all amendments and supplements to the registration
statement, and to any and all instruments or documents filed as part of or in
conjunction with the registration statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any one of them or his substitute or substitutes, shall
do or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Louis Silverman President, Chief Executive Officer
----------------------------- (principal executive officer) and Director November 11, 2005
Louis Silverman
/s/ Patrick Cline Director and President NextGen Healthcare
----------------------------- Information Systems Division November 9, 2005
Patrick Cline
/s/ Paul Holt Chief Financial Officer (principal financial
----------------------------- and accounting officer) and Secretary November 11, 2005
Paul Holt
/s/ Vincent Love Director November 9, 2005
-----------------------------
Vincent Love
/s/ Sheldon Razin Chairman of the Board and Director November 9, 2005
-----------------------------
Sheldon Razin
/s/ Maurice DeWald Director November 11, 2005
-----------------------------
Maurice DeWald
/s/ Stephen Plochocki Director November 9, 2005
-----------------------------
Stephen Plochocki
Director November __, 2005
-----------------------------
Ibrahim Fawzy
Director November __, 2005
-----------------------------
Ahmed Hussein
9
EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Exhibit
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5 Opinion of Rutan & Tucker, LLP
23.1 Consent of Grant Thornton LLP, independent registered public
accounting firm
23.2 Consent of Rutan & Tucker, LLP (contained in Exhibit 5)
24 Power of Attorney (contained on the signature pages hereto)
10