<PAGE 1>
As Filed With the Securities and Exchange Commission
on September 9, 1998
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 95-2888658
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17822 East 17th Street, Suite 210, Tustin, California 92780
(Address of Principal Executive Offices) (Zip Code)
QUALITY SYSTEMS, INC.
1998 EMPLOYEE STOCK CONTRIBUTION PLAN
(Full title of the plan)
Sheldon Razin
Chairman and President
QUALITY SYSTEMS, INC.
17822 East 17th Street, Suite 210 Tustin, California 92780
(Name and address of agent for service)
(714) 731-7171
(Telephone number, including area code, of agent for service)
COPY TO:
Thomas J. Crane, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
(714) 641-5100
Calculation of Registration Fee
==========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price(1) fee
- ---------------------------------------------------------------------------
Common Stock,
$0.01 par value 1,000,000 Shares $3.875 $3,875,000 $1,143
===========================================================================
(1) Computed pursuant to Rules 457(c) and 457(h) on the basis of the last
sale price on the NASDAQ National Market on September 8, 1998.
===========================================================================
<PAGE 2>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Annual Report of Quality Systems, Inc. ("Registrant") on
Form 10-K for the fiscal year ended March 31, 1998;
(b) All reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the fiscal year ended March 31, 1998;
(c) The description of Registrant's securities contained in the
Registrant's registration statement on Form 8-A (File No. 00-112537) filed
under the Exchange Act on December 5, 1996, together with any amendment or
report filed pursuant to such Exchange Act amending or updating such
description;
(d) Registrant's registration statement on Form S-1 (File No. 333-
00161) filed with the Securities and Exchange Commission ("Commission") on
January 11, 1996, together with any amendment or report filed pursuant to
the Securities Act of 1933, as amended ("Securities Act"), amending or
updating such description of the Registrant; and
(e) Information concerning employee benefits under the Registrant's
1998 Employee Stock Contribution Plan ("Plan"), which will be included in
the future, either in the Registrant's proxy statements, annual reports or
appendices to this Registration Statement.
All reports and other documents subsequently filed by the Registrant
after the date of this Registration Statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold, or which deregisters all securities remaining unsold,
shall be deemed incorporated by reference into this Registration Statement
and shall be a part hereof from the date of filing such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE 3>
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Amended and Restated Articles of Incorporation
("Articles") provide that the liability of the Registrant's directors for
monetary damages shall be eliminated to the fullest extent permissible
under California law. This is intended to eliminate the personal
liability of a director for monetary damages in an action brought by or in
the right of the Registrant for breach of a director's duties to the
Registrant or its shareholders except for liability: (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law; (ii) for acts or omissions that a director believes to
be contrary to the best interest of the Registrant or its shareholders or
that involve the absence of good faith on the part of the director; (iii)
for any transaction for which a director derived an improper benefit; (iv)
for acts or omissions that show a reckless disregard for the director's
duty to the Registrant or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the
Registrant or its shareholders; (v) for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders; (vi) with respect
to certain transactions, or the approval of transactions, in which a
director has a material financial interest; and (vii) expressly imposed by
statute, for approval of certain improper distributions to shareholders or
certain loans or guarantees.
The Articles also authorize the Registrant to provide
indemnification to its agents (as defined in Section 317 of the California
Corporations Code), through the Registrant's Amended and Restated Bylaws
("Bylaws") or through agreements with such agents or both, for breach of
duty to the Registrant and its shareholders, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject to the limits on such excess indemnification
set forth in Section 204 of the California Corporations Code.
The Bylaws of the Registrant provide for indemnification of the
Registrant's officers, directors, employees, and other agents to the
extent and under the circumstances permitted by California law. The
Bylaws further provide that no indemnification shall be made in the case
of a derivative suit in respect to any claim as to which such person has
been adjudged to be liable to the Registrant, except with court approval,
nor shall indemnification be made for amounts paid in settling or
otherwise disposing of a pending action without court approval, or for
expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval. Indemnification under the
Bylaws is mandatory in the case of an agent of the Registrant (present or
past) who is successful on the merits in defense of a suit against him or
her in such capacity. In all other cases where indemnification is
permitted by the Bylaws, a determination to indemnify such person must be
made by a majority of a quorum of disinterested directors (if a quorum of
directors is not obtainable, by independent legal counsel in a written
legal opinion), a majority of disinterested shareholders, or the court in
which the suit is pending.
<PAGE 4>
The Registrant has entered into agreements to indemnify its
directors and executive officers in addition to the indemnification
provided for in the Articles and Bylaws. Among other things, these
agreements provide that the Registrant will indemnify, subject to certain
requirements, each of the Registrant's directors and executive officers
for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the rights of the Registrant, on account of
services by such person as a director or officer of the Registrant, or as
a director or officer of any other company or enterprise to which the
person provides services at the request of the Registrant.
Insofar as indemnification for liabilities under the Securities
Act may be permitted to directors, officers or agents of the Registrant
pursuant to the foregoing provisions, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
4.1 Quality Systems, Inc. 1998 Employee Stock Contribution Plan.
5 Opinion and consent of Rutan & Tucker, LLP.
23.1 Consent of Rutan & Tucker, LLP is contained in Exhibit 5.
23.2 Consent of Deloitte & Touche LLP.
ITEM 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement):
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
<PAGE 5>
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
<PAGE 6>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tustin, State of California on
September 9, 1998.
QUALITY SYSTEMS, INC.,
a California corporation
By: /S/ SHELDON RAZIN
-------------------------------
Sheldon Razin, Chairman of the
Board, and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, including
a majority of the Board of Directors, in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ---------------------- -----------------
<S> <C> <C>
/S/ SHELDON RAZIN Chairman of the Board, September 9, 1998
- ------------------------- President and Director
Sheldon Razin (Principal Executive
Officer)
/S/ JANET RAZIN Vice President, September 9, 1998
- ------------------------- Secretary and
Janet Razin Director
/S/ ROBERT McGRAW Chief Financial Officer September 9, 1998
- ------------------------- (Principal Financial
Robert McGraw Officer and Principal
Accounting Officer)
/S/ JOHN BOWERS Director September 9, 1998
- -------------------------
John Bowers
/S/ WILLIAM BOWERS Director September 9, 1998
- -------------------------
William Bowers
/S/ PATRICK CLINE Director September 9, 1998
- -------------------------
Patrick Cline
/S/ GORDON SETRAN Director September 9, 1998
- -------------------------
Gordon Setran
</TABLE>
<PAGE 7>
EXHIBIT INDEX
Page
----
Exhibit No. Description
- ----------- -----------
4.1 Quality Systems, Inc. 1998 Employee
Stock Contribution Plan 8
5 Opinion and consent of Rutan & Tucker, LLP 14
23.1 Consent of Rutan & Tucker, LLP is contained
in Exhibit 5 14
23.2 Consent of Deloitte & Touche LLP 16
<PAGE 8>
EXHIBIT 4.1
QUALITY SYSTEMS, INC. 1998
EMPLOYEE STOCK CONTRIBUTION PLAN
<PAGE 9>
Exhibit 4.1
QUALITY SYSTEMS, INC
1998 EMPLOYEE STOCK CONTRIBUTION PLAN
THIS 1998 EMPLOYEE STOCK CONTRIBUTION PLAN ("Plan") is hereby
established by Quality Systems, Inc., a California corporation ("Quality
Systems"), and the Designated Subsidiaries as hereinafter defined (Quality
Systems and the Designated Subsidiaries are collectively the "Company"),
effective as of the effective date of Quality Systems' Form S-8
Registration Statement filed under the Securities Act of 1933, as amended
("Effective Date").
ARTICLE 1
PURPOSE OF THE PLAN
1.1 Purpose. Quality Systems has determined that it is in its best
interest to provide incentives to attract and retain employees and to
increase employee morale by providing a program through which employees of
Quality Systems and of such of Quality Systems' subsidiaries as Quality
Systems' Board of Directors ("Board") may from time to time designate (each
a "Designated Subsidiary," and collectively, "Designated Subsidiaries"),
may acquire a proprietary interest in the Company through the purchase of
shares of the Common Stock of Quality Systems ("Company Stock") through
payroll deductions. The Company may elect to contribute additional amounts
toward such purchases and shall pay all brokerage commissions and costs in
connection with such purchases. The Plan is not intended to be an employee
benefit plan under the Employee Retirement Income Security Act of 1974, and
therefore is not required to comply with that Act.
ARTICLE 2
DEFINITIONS
2.1 Compensation. "Compensation" means the gross pay amount for a
pay period, which amount will be reported as gross pay on the Participant's
Form W-2, including any elective deferrals with respect to a plan of the
Company qualified under either Section 125 or Section 401(a) of the
Internal Revenue Code of 1986, as amended ("Code"), to be issued to the
Participant by the Company.
2.2 Employee. "Employee" means each person currently employed by the
Company, any portion of whose income is subject to withholding of income
tax or for whom Social Security retirement contributions are made by the
Company.
2.3 Participant. "Participant" means an Employee who has satisfied
the eligibility requirements of Section 3.1 and has become a participant in
the Plan in accordance with Section 3.2.
<PAGE 10>
2.4 Participating Broker. "Participating Broker" means the
registered broker-dealer appointed by the Company, from time to time, to
arrange for the establishment of stock brokerage accounts for each
Participant and to effect purchases of Company Stock by each Participant.
2.5 Plan Year. "Plan Year" means the twelve consecutive month period
ending on the last day of March.
2.6 Purchase Date. "Purchase Date" means the day of each calendar
month chosen at the sole discretion of the Broker upon which Broker
purchases Company Stock for the account of a Participant.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. Each Employee of the Company who on, or subsequent
to, the Effective Date is customarily engaged on a regularly-scheduled
basis of more than thirty (30) hours per week in the rendition of services
to the Company, may become a Participant in the Plan on such Effective Date
or upon his satisfaction of such requirements of employment with the
Company.
3.2 Participation. An Employee who has satisfied the eligibility
requirements of Section 3.1 may become a Participant in the Plan upon his
completion and delivery to the Employee Benefits Administrator of the
Company of a stock contribution agreement provided by the Company ("Stock
Contribution Agreement") authorizing payroll deductions and the opening of
an individual account with the Participating Broker ("Account"). Payroll
deductions for a Participant shall commence in the pay period next
following the later of receipt by the Company of the Participant's Stock
Contribution Agreement and the opening of the Account, and shall remain in
effect until revoked by the Participant by the filing of a notice of
withdrawal from the Plan or by the filing of a new Stock Contribution
Agreement providing for a change in the Participant's payroll deduction
rate in accordance with Section 4.2.
3.3 Special Rules. Under no circumstances shall a Participant be
entitled to purchase Company Stock under the Plan which, when aggregated
with all other employee stock purchase plans of the Company, exceed an
amount equal to the Aggregate Maximum. "Aggregate Maximum" means an amount
equal to ten percent (10%) of such Participant's Compensation worth of
Company Stock (determined using the fair market value of such Company Stock
at each applicable Purchase Date) during each calendar year.
ARTICLE 4
PAYROLL DEDUCTIONS AND CONTRIBUTIONS
4.1 Participant Election. Each Participant shall designate the
amount of payroll deductions to be made from his or her paycheck to
purchase Company Stock under the Plan by completing his/her initial Stock
Contribution Agreement. The amount of payroll deductions shall be
designated in whole percentages of Compensation, not to exceed ten percent
(10%). The amount so designated shall continue until terminated or altered
in accordance with Section 4.2 below.
<PAGE 11>
4.2 Changes in Election. Once during each calendar quarter, a
Participant may increase or decrease the rate of payroll deductions or
terminate participation in the Plan by completing and delivering to the
Employee Benefits Administrator of the Company a new Stock Contribution
Agreement setting forth the desired change during the first five (5)
business days of each calendar quarter for which such change is to be
effective. Any change under this Section shall become effective for the
then current payroll period (to the extent practical under the Company's
payroll practices) upon the receipt of the new Stock Contribution Agreement
by the Company.
4.3 Discretionary Company Contributions. The Company may from time
to time contribute to each Participant's Account an amount that may be
determined from time to time by the Company's Board at its sole and
absolute discretion. The Company shall make such payments, if any, to the
Participating Broker for the benefit of each Participant during the
calendar month next succeeding the calendar month for which such
determination is made by the Board. In the discretion of the Company, such
payments, if any, may be made to the Participating Broker in one or more
installments.
4.4 Participant Accounts. The Participating Broker shall establish
and maintain a separate Account for each Participant. The amount of each
Participant's payroll deductions shall be credited to his Account. All
purchases of Company Stock hereunder are for the account of the
Participant; the Company shall not take title to the Company Stock at any
time.
4.5 Brokerage Commissions and Other Costs. The Company will pay all
brokerage commissions and other costs charged by the Participating Broker
in connection with the purchase of Company Stock by Participants pursuant
to the Plan. Commission costs, transfer taxes and other charges for sales
of Company Stock, purchases of Company Stock not connected with a
Participant's payroll deduction or Company contribution under the Plan, or
transactions in other securities will be paid directly by the Participant
ordering such transaction for such Participant's Account.
4.6 Withholding Taxes. All taxes subject to withholding payable with
respect to the amounts to be paid to the Participating Broker pursuant to
the provisions of Section 4.1, Section 4.3 and Section 4.5 will be deducted
from the balance of the Participant's compensation and will not reduce the
amount to be paid to the Participating Broker.
ARTICLE 5
PURCHASE OF STOCK
5.1 Purchase of Company Stock. Absent an election by the Participant
to terminate his participation in this Plan, on each Purchase Date, the
Participating Broker shall purchase on behalf of each Participant the
maximum number of whole shares of Company Stock as can be purchased with
the cash amounts held in each Participant's Account. If there are amounts
held in a Participant's Account that are not used to purchase Company
Stock, all such amounts shall be held in the Participant's Account and
carried forward to the next Purchase Date.
<PAGE 12>
5.2 Delivery of Company Stock. Company Stock acquired under the Plan
shall be acquired for each Participant's Account. All Company Stock so
acquired shall be held in the name of the Participant for the benefit of
the Participant.
5.3 Shares Subject to Plan. The aggregate number of shares of
Company Stock that may be purchased by the Participating Broker on behalf
of all Participants shall not exceed 1,000,000 shares.
ARTICLE 6
PLAN ADMINISTRATION
6.1 Plan Administration.
(a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board,
or a committee ("Committee") thereof. The Board or Committee shall
have all powers necessary to supervise the administration of the Plan
and control its operations.
(b) In addition to any powers and authority conferred on the
Board or Committee elsewhere in the Plan or by law, the Board or the
Committee shall have the following powers and authority:
(i) To designate agents to carry out responsibilities
relating to the Plan, including the designation of a
Participating Broker;
(ii) To administer, interpret, construe and apply this Plan
and to answer all questions which may arise or which may be
raised under this Plan by a Participant, his beneficiary or any
other person whatsoever;
(iii) To establish rules and procedures from time to time for
the conduct of its business and for the administration and
effectuation of its responsibilities under the Plan; and
(iv) To perform or cause to be performed such further acts
as it may deem to be necessary, appropriate, or convenient for
the operation of the Plan.
(c) Any action taken in good faith by the Board or Committee in
the exercise of authority conferred upon it by this Plan shall be
conclusive and binding upon a Participant and his beneficiaries.
All discretionary powers conferred upon the Board or Committee shall
be absolute.
6.2 Limitation on Liability. No Employee of the Company nor member
of the Board or Committee shall be subject to any liability with respect to
his duties under the Plan unless the person acts fraudulently or in bad
faith. To the extent permitted by law, the Company shall indemnify each
member of the Board or Committee, and any other Employee of the Company
with duties under the Plan who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative, or investigative, by reason of the
person's conduct in the performance of his duties under the Plan.
<PAGE 13>
ARTICLE 7
MISCELLANEOUS
7.1 Amendment and Termination. The Plan shall terminate on March 31,
2008. Because future conditions affecting the Company cannot be
anticipated or foreseen, the Company reserves the right to amend, modify,
or terminate the Plan at any time.
7.2 No Enlargement of Employee Rights. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment
of any Employee. Nothing contained in the Plan shall be deemed to give the
right to any Employee to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any
time.
7.3 Governing Law. To the extent not preempted by Federal law, all
legal questions pertaining to the Plan shall be determined in accordance
with the laws of the State of California.
7.4 Notices.
(a) Any notice hereunder to the Company shall be in writing,
addressed to Chief Financial Officer, 1998 Employee Stock Contribution
Plan, and shall be deemed duly given or made only upon receipt thereof at
the Company's office, 17822 East 17th Street, Suite 210, Tustin, California
92780, or at such other address as the Company may designate by notice to
the Participants.
(b) Any notice or communication to a Participant shall be in
writing and any such communication or any delivery to a Participant
hereunder shall be deemed duly given or made if mailed, delivered or made
to the Participant at such address as the Participant may have on file with
the Company.
7.5 General. No changes in the Internal Revenue Code of 1986, as
amended, or in any other federal or state laws applicable hereto shall
invalidate this Plan other than any law which may be enacted making the
operation of this Plan unlawful. The provisions of any such statutory
amendment on the effective date thereof shall be deemed to amend the Plan
to the extent required to bring the Plan in compliance therewith and by
this reference the provisions of such statute shall be deemed incorporated
herein until such time as the Board shall actually amend the Plan to
incorporate the provisions of such amendment herein. If any provision of
the Plan shall at any time be determined to be invalid, such determination
shall serve to invalidate only such specified provision and shall not
invalidate the Plan in its entirety.
<PAGE 14>
EXHIBIT 5
OPINION AND CONSENT OF LEGAL COUNSEL
<PAGE 15>
Exhibit 5
September 8, 1998
Quality Systems, Inc.
17822 East 17th Street, Suite 210
Tustin, California 92780
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") to be filed by Quality Systems,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), for the purpose of registering the sale of 1,000,000 shares of
Common Stock of the Company (the "Shares"). The Shares will be subject to
purchase by employees of the Company pursuant to the terms of the
Company's 1998 Employee Stock Contribution Plan (the "Plan"). We are
familiar with the proceedings taken and proposed to be taken in connection
with the purchase of the Shares in the manner set forth in the
Registration Statement. Subject to completion of the proceedings
contemplated in connection with the foregoing matters, and assuming the
Shares subject to open-market purchase under the Plan consist of shares of
Common Stock issued and outstanding on the date of this opinion, we are of
the opinion that such Shares have been duly authorized and are validly and
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto. In giving this consent,
we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Respectfully submitted,
/S/ RUTAN & TUCKER, LLP
<PAGE 16>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
<PAGE 17>
Exhibit 23.2
Independent Auditors' Consent
To the Board of Directors and
Shareholders of Quality Systems, Inc.
We consent to the incorporation by reference in this Registration
Statement of Quality Systems, Inc. on Form S-8 of our report dated June 5,
1998, appearing in the Annual Report on Form 10-K of Quality Systems, Inc.
for the year ended March 31, 1998.
/S/ DELOITTE & TOUCHE LLP
Costa Mesa, California
September 8, 1998
