The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (the “Amendment No. 12”). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On June 15, 2012, Mr. Hussein delivered a letter to the Issuer nominating Murray F. Brennan, M.D., Patrick B. Cline, Thomas R. DiBenedetto, Ian A. Gordon, Ahmed D. Hussein, John M. McDuffie and John J. Mueller (together, the “Nominees”), as set forth therein, for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2012 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2012 Annual Meeting”).
On June 18, 2012, Mr. Hussein issued a press release announcing his nomination of the Nominees for election to the Board at the 2012 Annual Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference.
In the press release, Dr. Hussein stated, “I am confident in the potential of Quality Systems but a hand-picked board is allowing the non-executive chairman to be declared an independent director and act in an inappropriate executive capacity. I believe the chairman’s control is negatively impacting shareholder value. These issues will be further elaborated in my proxy statement. A board of directors should be truly independent and accountable to all shareholders. I am happy to be able to offer highly qualified director nominees who will bring independence along with substantial strategic, operational, financial and investment experience to the board. Patrick Cline who, with his team, were the architects of the growth of the company, has also joined the slate. These director nominees share my strong enthusiasm about Quality Systems and are willing and able to work with management to achieve the company’s potential.”
In connection with the 2012 Annual Meeting, Mr. Hussein and Mr. Cline entered into a letter agreement pursuant to which Mr. Hussein has agreed to indemnify Mr. Cline against claims arising from the solicitation of proxies from the Issuer’s shareholders in connection with the 2012 Annual Meeting and any related transactions.
Dr. Brennan owns 6,000 Shares, 4,000 of which are restricted. Mr. Hussein disclaims being a member of a group with Dr. Brennan and each of the other Nominees as a result of Mr. Hussein’s nomination of the Nominees for election to the Board at the 2012 Annual Meeting, their efforts to solicit proxies or otherwise.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - (c) are hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by Mr. Hussein is based upon 59,294,619 Shares outstanding as of May 21, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on May 25, 2012.
As of the close of business on June 15, 2012, Mr. Hussein beneficially owned 9,334,700 Shares held in certain managed accounts, constituting approximately 15.7% of the Shares outstanding.
(b) Mr. Hussein has sole power to vote or to direct the vote of 9,334,700 Shares.
(c) Mr. Hussein has not purchased or sold any shares of Common Stock during the past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information disclosed in Item 4 above is incorporated by reference.
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Item 7.
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Material to be Filed as Exhibits.
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99.1 Press Release dated June 18, 2012.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: June 18, 2012
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/s/ Ahmed D. Hussein |
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Ahmed D. Hussein
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