Current Report Filing (8-k)
January 03 2017 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
December 27, 2016
QUALITY
SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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CALIFORNIA
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001-12537
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95-2888568
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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18111 Von Karman, Suite 700
Irvine, California 92612
(Address of principal executive offices, with zip code)
(949)
255-2600
(Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Effective December 29, 2016, the Compensation Committee (the Committee)
of the Board of Directors of Quality Systems, Inc. (the Company) granted restricted stock awards (RSAs) and performance stock awards (PSAs) to the Companys named executive officers:
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RSAs
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PSAs
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John R. Frantz, Chief Executive Office and President
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65,000
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35,000
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James R. Arnold, Executive Vice President and Chief Financial Officer
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52,000
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28,000
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John K. Stumpf, Executive Vice President, Finance and Principal Account Officer
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7,583
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4,083
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Daniel J. Morefield, Executive Vice President and Chief Operating Officer
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7,583
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4,083
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Jocelyn A. Leavitt, Executive Vice President, General Counsel and Secretary
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7,583
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4,083
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David A. Metcalfe, Executive Vice President and Chief Technology Officer
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33,583
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18,083
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Each of these RSAs and PSAs is scheduled to vest in four equal increments25% of the total shares vest on each of the
first four anniversaries of the grant date, subject in each case to the named executive officers continued service to the Company and, in the case of the PSAs, the achievement of certain Company performance goals, including strong Company
stock price performance. In the event of a change in control of the Company either during the executive officers service to the Company or within two months following an involuntary termination of the executive officer without
cause, the RSAs and PSAs are eligible for 100% accelerated vesting, but, in the case of the PSAs, only if the Company performance goals are achieved as of the change in control. The RSAs granted to Mr. Frantz and Mr. Arnold are
also eligible for accelerated vesting with respect to up to 50% of the RSAs grant date value (reduced by the value of any shares that vest based on service) if such officer experiences a qualifying termination of employment and satisfies certain
other eligibility conditions set forth in the agreements (including provision of a full release of claims).
Effective December 27, 2016, the
Committee approved the Companys entry into change of control severance agreements with each of the Companys named executive officers. Under the agreements, if the named executive officer is terminated by the Company without
cause, or terminates his or her employment for good reason within the
two-month
period before or
18-month
period after a change in
control of the Company, he or she is entitled to the following benefits:
Mr. Frantz: (i) severance equal to 150% of base
salary and target bonus, (ii) 18 months of Company-paid continuation health benefits, (iii) prorated current year bonus based on actual performance and (iv) certain other limited benefits including outplacement services.
Other Named Executive Officers: (i) severance equal to 100% of base salary and target bonus, (ii) 12 months of Company-paid continuation
health benefits, (iii) prorated current year bonus based on actual performance and (iv) certain other limited benefits including outplacement services.
In all cases, the receipt of any of the above-described change of control severance benefits is contingent on the named executive officer executing, and not
revoking during any rescission period provided therefor, a full release of claims against the Company and any of its affiliates.
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The foregoing is only a summary of the terms of the equity awards and change of control severance agreements, and
is qualified in its entirety by reference to the terms of the agreements entered into by the Company, forms of which are filed as Exhibits to this Form
8-K.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Exhibit Description
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10.1
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Form of Change of Control Severance Agreement
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10.2
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Form of Performance Stock Award Grant Notice and Performance/Restricted Stock Award Agreement for 2015 Equity Incentive Plan
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10.3
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Form of Restricted Stock Award Grant Notice and Performance/Restricted Stock Award Agreement for 2015 Equity Incentive Plan
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3
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 thereunto duly authorized.
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Date: January 3, 2017
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QUALITY SYSTEMS, INC.
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By:
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/s/ Jocelyn A. Leavitt
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Jocelyn A. Leavitt
Executive Vice President,
General Counsel and Secretary
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4
EXHIBIT INDEX
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Exhibit
No.
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Exhibit Description
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10.1
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Form of Change of Control Severance Agreement
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10.2
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Form of Performance Stock Award Grant Notice and Performance/Restricted Stock Award Agreement for 2015 Equity Incentive Plan
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10.3
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Form of Restricted Stock Award Grant Notice and Performance/Restricted Stock Award Agreement for 2015 Equity Incentive Plan
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5
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