Current Report Filing (8-k)
April 17 2017 - 9:15AM
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 14, 2017
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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(IRS Employer
Identification Number)
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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:
☐
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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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17
CFR §240.12b-2). Emerging
growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
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Regulation FD Disclosure.
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On April 17, 2017, Quality Systems, Inc. (the
Company) issued a press release, a copy of which is attached hereto as
Exhibit 99.1
, announcing the closing of its acquisition of Entrada, Inc. (Entrada) pursuant to that certain Agreement and Plan of Merger (the
Agreement), dated April 11, 2017, by and among the Company, Entrada Merger Sub, Inc., a wholly owned subsidiary of the Company (Merger Sub), Entrada and the Company Stockholders Representative (as defined therein).
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.
On April 14, 2017, the Company completed its acquisition of Entrada
pursuant to the Agreement. Pursuant to the terms of the Agreement, the Company purchased all of the issued and outstanding equity interests of Entrada for an aggregate purchase price of $34 million in cash, subject to certain adjustments in
accordance with the terms of the Agreement.
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 was filed as Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company with the
Securities and Exchange Commission on April 12, 2017, 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 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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99.1
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Press Release dated April 17, 2017.
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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.
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QUALITY SYSTEMS, INC.
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Date: April 17, 2017
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By:
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/s/ James R. Arnold, Jr.
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James R. Arnold, Jr.
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit Description
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99.1
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Press Release dated April 17, 2017.
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