QUALITY SYSTEMS, INC. (NASDAQ:QSII) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure. |
On April17, 2017, Quality Systems, Inc. (the Company) issued a
press release, a copy of which is attached hereto as
Exhibit99.1, announcing the closing of its acquisition of
Entrada, Inc. (Entrada) to that certain Agreement and Plan of
Merger (the Agreement), dated April11, 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
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.
| Item8.01 | Other Events. |
On April14, 2017, the Company completed its acquisition of
Entrada to the Agreement. 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
$34million 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 April12, 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.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Exhibit Description |
|
| 99.1 | Press Release dated April17, 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 00.00 at 13.78 with 361,444 shares trading hands.