Current Report Filing (8-k)
April 12 2017 - 9:29AM
Edgar (US Regulatory)
UNITED STATES
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): April 11, 2017
QUALITY
SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
CALIFORNIA
|
|
001-12537
|
|
95-2888568
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
18111 Von Karman, Suite 700
Irvine, California 92612
(Address of Principal Executive Offices)
(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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On April 11, 2017, Quality Systems,
Inc. (the
Company
) entered into an Agreement and Plan of Merger (the
Agreement
), by and among the Company, Entrada Merger Sub, Inc., a wholly owned subsidiary of the Company (
Merger Sub
),
Entrada, Inc. (
Entrada
) and the Company Stockholders Representative (as defined therein), pursuant to which the Company agreed to acquire Entrada for $34 million in cash, subject to certain adjustments in accordance
with the terms of the Agreement. The Agreement includes customary representations, warranties, covenants, indemnification provisions (subject to limitations set forth in the Agreement) and closing conditions. Upon the satisfaction or waiver of the
conditions in the Agreement, the Company will acquire Entrada through a merger of Merger Sub with and into Entrada, with Entrada remaining as the surviving corporation (the
Merger
), and Entrada will become a wholly owned
subsidiary of the Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by
reference to, and should be read in conjunction with, the full text of the Agreement, a copy of which is filed as
Exhibit 2.1
hereto, and is incorporated herein by reference. The Agreement and the foregoing description of the
Agreement have been included to provide investors and stockholders with information regarding the terms of the Agreement. They are not intended to provide any other factual information about the Company, Merger Sub or Entrada. The representations,
warranties and covenants contained in the Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed
upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and
covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality
different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission, and are also qualified in important part by a confidential disclosure schedule delivered by Entrada to the
Company in connection with the Agreement. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the
subject matter of such representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Companys public disclosures.
Item 7.01
|
Regulation FD Disclosure.
|
On April 12, 2017, the Company issued a press release, a
copy of which is attached hereto as
Exhibit 99.1
, announcing the execution of the Agreement.
The information contained in this
Item 7.01 of Form
8-K
(including
Exhibit 99.1
attached hereto) is being furnished and shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the
Exchange Act
), or otherwise subject to the liability of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
|
Exhibit
No.
|
|
Exhibit Description
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated April 11, 2017, by and among Quality Systems, Inc., Entrada, Inc., Engage Merger Sub, Inc. and FCA Venture Partners V, LP, as the Company Stockholders Representative.
|
|
|
99.1
|
|
Press Release dated April 12, 2017.
|
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.
|
|
|
|
|
Date: April 12, 2017
|
|
|
|
By:
|
|
/s/ James R. Arnold, Jr.
|
|
|
|
|
|
|
James R. Arnold, Jr.
|
|
|
|
|
|
|
Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Exhibit Description
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated April 11, 2017, by and among Quality Systems, Inc., Entrada, Inc., Engage Merger Sub, Inc. and FCA Venture Partners V, LP, as the Company Stockholders Representative.
|
|
|
99.1
|
|
Press Release dated April 12, 2017.
|
Quality Systems (NASDAQ:QSII)
Historical Stock Chart
From Mar 2024 to Apr 2024
Quality Systems (NASDAQ:QSII)
Historical Stock Chart
From Apr 2023 to Apr 2024