QUALITY SYSTEMS, INC. (NASDAQ:QSII) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April11, 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), to which the
Company agreed to acquire Entrada for $34million 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 asExhibit 2.1hereto,
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.
| Item7.01 | Regulation FD Disclosure. |
On April12, 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
Section18 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.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
ExhibitDescription |
|
| 2.1 |
Agreement and Plan of Merger, dated April11, 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 April12, 2017. |
About QUALITY SYSTEMS, INC. (NASDAQ:QSII)
Quality Systems, Inc. (QSI) primarily, through its NextGen Healthcare subsidiary, provides technology-based solutions and services to the ambulatory care market in the United States. The Company is engaged in developing and marketing software and services that automate certain aspects of practice management (PM) and electronic health records (EHR) for medical and dental practices. The Company operates through three segments: the NextGen Division, the RCM Services Division and the QSI Dental Division. It also provides implementation, training, support and maintenance for software and complementary services, such as revenue cycle management (RCM) and electronic data interchange (EDI). The Company’s clients include single and small practice physicians, networks of practices, such as physician hospital organizations (PHOs), management service organizations (MSOs), accountable care organizations (ACOs), ambulatory care centers, community health centers, and medical and dental schools. QUALITY SYSTEMS, INC. (NASDAQ:QSII) Recent Trading Information
QUALITY SYSTEMS, INC. (NASDAQ:QSII) closed its last trading session down -0.03 at 14.81 with 252,570 shares trading hands.