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Integral Systems 8-K 2011
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K/A (Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2011
INTEGRAL SYSTEMS, INC. (Exact name of registrant as specified in its charter)
6721 Columbia Gateway Drive Columbia, Maryland 21046 (Address of principal executive offices) (443) 539-5008 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report)
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:
Explanatory Note This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Integral Systems, Inc., a Maryland corporation (the “Company”), with the U.S. Securities and Exchange Commission on February 23, 2011 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to disclose the Company’s policy as to how frequently it will conduct future stockholder non-binding votes on named executive officer compensation. No other changes have been made to the Original Filing.
At the Company’s 2011 Annual Meeting of Stockholders held on February 16, 2011, the Company’s stockholders voted on, among other matters, a non-binding proposal on the frequency of future non-binding votes on named executive officer compensation. As previously reported by the Company, a majority of the votes cast by the stockholders voted, on a non-binding basis, to conduct future non-binding votes on named executive officer compensation every year, consistent with the previously approved recommendation of the Company’s Board of Directors to its stockholders. Accordingly, the Company’s policy is to conduct a non-binding vote on named executive officer compensation every year until the next non-binding vote on the frequency of future non-binding votes on named executive officer compensation. Note that on May 15, 2011, the Company entered into an Agreement and Plan of Merger with Kratos Defense & Security Solutions, Inc. (“Kratos”) and certain related entities (the “Merger”) that, if completed, will result in the Company becoming a wholly owned subsidiary of Kratos. Thus, if the Merger is completed, the Company does not expect to hold future annual meetings of its stockholders.
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.
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