Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

 

 

 

 

 

¨

 

Preliminary Proxy Statement

 

 

¨

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

¨

 

Definitive Proxy Statement

 

 

x

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material under §240.14a-12

 

QUALITY SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

x

 

No fee required

 

 

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

(5)

 

Total fee paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of this filing:

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 

 

 

 

 

 
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Quality Systems, Inc. posted the information below to its website at http://www.qsi2012proxy.com.

***

Quality Systems 2012 Proxy Contest vs. Ahmed Hussein

On August 16, 2012, Quality Systems will be holding a very important Annual Meeting, the outcome of which could affect control of the Board, as well as the value of your investment in Quality Systems. As you likely know by now, Ahmed Hussein, a dissident shareholder and current Board member, has launched yet again another proxy contest – and this time for a majority of the Board.

We believe that it is important that investors know the truth about Mr. Hussein so that investors can draw their own conclusions about his motivations and understand why we believe that turning control of the Board over to a slate of directors hand-picked by Mr. Hussein would place their investment in QSI at great risk.

As he has done in the past, Mr. Hussein makes assertions in his proxy statement filed with the SEC that we believe are misleading, mischaracterization of fact or outright false. He then states that the Company “has failed to refute any of the details of these events”. The purpose of this website is to present our view of the facts. We refute his characterizations of so-called corporate governance issues . We also believe that his record as a director has indicated that he lacks any strategic vision for the Company. Moreover, for reasons we explain below, we believe that Mr. Hussein is not trustworthy or credible . We think you will agree when you consider the following points about Mr. Hussein, which are discussed in greater detail below (for more information, see also the link to the Timeline of Ahmed Hussein’s Civil Suits, Regulatory Actions & Customer Complaints below) . Mr. Hussein:

 

 



 

Was sued by his client, in his former job as a broker, for among other things, excessive trading in a discretionary account managed by Mr. Hussein on behalf of an elderly couple which resulted in the account value dropping from over $2.4 million to approximately $70,000 and from which Mr. Hussein generated $1.9 million in commissions and more than $2 million in margin charges. The client’s case was ultimately settled by Mr. Hussein’s employer, Prudential-Bach Securities, Inc., for $2.5 million (for more information, see the link to the Frota case below );

 

 



 

Was previously censured and fined by the American Stock Exchange, in his former job as a broker, after the exchange determined that he had “…willfully engaged in a course of fraudulent conduct in violation of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10(b)-5 thereunder…” (for more information, see the link to the Frota case below );

 

 



 

Was previously terminated by his employer, Dean Witter, for allegedly lying on an employee questionnaire because he failed to disclose a personal account that he held with his employer (for more information, see the link to the Dean Witter matter below );


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Refuses to comply with restrictions in the Company’s insider trading policy, including restrictions that prohibit insiders from placing Company stock in margin accounts – a policy which is recommended by leading corporate governance practitioners;

 

 



 

Holds all of his shares of Company stock in margin accounts in violation of the Company’s insider trading policy, despite having certified to the Company he does not hold any shares in margin accounts;

 

 



 

Routinely leaves Board meetings before their scheduled completion, missing important strategy discussions;

 

 



 

Refuses to perform customary Board duties such as signing routine corporate documents, including board actions by written consent, directors evaluations, and SEC filings;

 

 



 

Demands that the Board spend significant time on procedural matters that, upon full examination, are found to be meritless or insubstantial;

 

 



 

Makes public statements regarding his personal views of Board matters which the majority of the Board have disagreed with or found to be false or misleading;

 

 



 

Exhibits discourteous behavior in the Boardroom, including interrupting and acting in an inattentive manner;

 

 



 

Was pursued by the IRS for failure to pay $700,000 in personal income taxes, a proceeding which Mr. Hussein settled;

 

 



 

While Chairman of SIMO, an Egyptian paper company, was suspended from the board of directors in connection with the deterioration in SIMO’s financial condition; (for more information, see the link to the SIMO case below ); and

 

 



 

Previously, as Lead Director, managed to have himself appointed to all of the Company’s Board committees (including the Audit Committee when he owned 19.2% of the Company’s shares) in 2001.
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