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)
March 3, 2006
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-13801 95-2888568
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification Number)
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18191 Von Karman, Suite 450
Irvine, California 92612
(Address of Principal Executive Offices)
(949) 255-2600
(Registrant's 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):
|_| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Incorporation
Quality Systems, Inc. amended its Articles of Incorporation, effective as of the close of business on March 3, 2006 (the "Amendment"). The Amendment provided for a conversion of each outstanding share of Common Stock into two shares pursuant to a 2-for-1 forward stock split for shareholders of record as of the close of business on March 3, 2006. The authorized number of shares of Common Stock remains at fifty million (50,000,000).
Item 8.01 Other Events.
On March 3, 2006, the California Superior Court (Orange County) informed the parties in the case of Ahmed Hussein vs. Quality Systems, Inc. et al. that its ruling in the case would be rendered on March 17, 2006.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Number Description
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3.1 Certificate of Amendment of Articles of Incorporation
effective as of March 3, 2006
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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.
Date: March 6, 2006 QUALITY SYSTEMS, INC.
By: /s/ Paul Holt
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Paul Holt
Chief Financial Officer
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EXHIBITS FILED WITH THIS REPORT
Number Description
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3.1 Certificate of Amendment of Articles of Incorporation
effective as of March 3, 2006
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
QUALITY SYSTEMS, INC.
The undersigned certify that:
1. They are the President and the Secretary, respectively, of Quality Systems, Inc., a California corporation.
2. Article Third of the Articles of Incorporation of this corporation is hereby amended to read in its entirety as follows:
THIRD: This corporation is authorized to issue only one class of shares, to be called "Common Stock." The total number of such shares that this corporation shall have authority to issue is Fifty Million (50,000,000), and each such share shall have a par value of one cent ($.01). On the amendment of this article to read as set forth herein, each outstanding share of Common Stock is split up and converted into two shares of Common Stock, and each such share shall have a par value of one cent ($.01).
3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors of the corporation.
4. The foregoing amendment of Articles of Incorporation is one that may be adopted with approval by the board of directors alone pursuant to Section 902(c) of the California General Corporation Law, because the corporation has only one class of shares outstanding and the amendment effects only a stock split.
5. The amendment shall become effective at the close of business on March 3, 2006.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Dated: February 27, 2006
/s/ Lou Silverman
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Lou Silverman, President
/s/ Paul Holt
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Paul Holt, Secretary
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