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) October 3, 2011
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
(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. |
On October 3, 2011, Quality Systems, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of California; the amendment to be effective as of close of business on October 6, 2011. The amendment increases, from 50 million to 100 million, the number of common shares, par value $0.01 per share, that the Company has authority to issue. The increase in the number of authorized common shares will occur in connection with a 2-for-1 stock split of the Company’s common stock approved by the Company’s Board of Directors on July 27, 2011 and to be effective on October 6, 2011. A copy of the Certificate of Amendment of Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 3.1 | Certificate of Amendment of Articles of Incorporation of Quality Systems, Inc. effective as of October 6, 2011 | |
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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: October 6, 2011
| QUALITY SYSTEMS, INC. | ||
| By: |
/s/ James J. Sullivan |
|
| James J. Sullivan | ||
| Executive Vice President, General Counsel and Secretary | ||
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INDEX TO EXHIBITS
|
Exhibit
|
Description |
|
| Exhibit 3.1 | Certificate of Amendment of Articles of Incorporation of Quality Systems, Inc. effective as of October 6, 2011 | |
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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 Chief Executive Officer 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 One-Hundred Million (100,000,000), 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 October 6, 2011 pursuant to Section 110(c) of the California General Corporation Law. |
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: September 30, 2011
|
/s/ Steven Plochocki |
| Steven Plochocki, Chief Executive Officer |
|
/s/ James J. Sullivan |
| James J. Sullivan, Secretary |