Current Report Filing (8-k)
August 01 2017 - 10:16AM
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): July 31, 2017
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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CALIFORNIA
(State or other jurisdiction
of incorporation)
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001-12537
(Commission
File
Number)
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95-2888568
(IRS Employer
Identification Number)
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18111 Von Karman, Suite 800
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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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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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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
On July 31, 2017, Quality Systems, Inc. (the
Company
) entered into an Agreement and Plan of Merger (the
Agreement
), by and among the Company, Peacock Merger Sub, Inc., a wholly owned subsidiary of the Company (
Merger Sub
), EagleDream Health Inc. (
EDH
) and Algimantas K. Chesonis in the capacity
of Securityholders Representative (as defined in the Agreement), pursuant to which the Company agreed to acquire EDH for $26 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 EDH
by merger of Merger Sub with and into EDH, with EDH remaining as the surviving corporation (the
Merger
), and EDH 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 shareholders with information regarding the terms of the Agreement. They are not intended to provide any other factual information about the Company, Merger Sub or EDH. The representations, warranties and covenants contained in the
Agreement were made only as of specified dates for the purposes of the Agreement, were solely for the benefit of the parties to the 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 to the Agreement, 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 shareholders 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 EDH to the Company in connection with the
Agreement. Investors and shareholders 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 August 1, 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.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated July 31, 2017, by and among Quality Systems, Inc., Peacock Merger Sub, Inc., EagleDream Health Inc. and Algimantas K. Chesonis (in the capacity of Securityholders Representative).
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99.1
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Press Release dated August 1, 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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Date: August 1, 2017
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QUALITY SYSTEMS, INC.
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By:
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/s/ James R. Arnold
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James R. Arnold
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Chief Financial Officer
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EXHIBITS ATTACHED TO THIS REPORT ON FORM 8-K
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated July 31, 2017, by and among Quality Systems, Inc., Peacock Merger Sub, Inc., EagleDream Health Inc. and Algimantas K. Chesonis (in the capacity of Securityholders Representative).
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99.1
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Press Release dated August 1, 2017.
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