SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 4, 2010
INTEGRAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
6721 Columbia Gateway Drive
Columbia, Maryland 21046
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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:
On January 4, 2010, the Board of Directors (the Board) of Integral Systems, Inc. (the Company) elected Bonnie K. Wachtel to the Board and nominated her for election at the 2010 Annual Meeting of Stockholders (the 2010 Annual Meeting).
Since 1984, Ms. Wachtel has served as a principal of Wachtel & Co., Inc., a boutique investment firm in Washington, DC. Founded in 1961, Wachtel & Co., Inc. is focused on growing companies in the Washington area, frequently with active involvement directed to maximize long-term shareholder value. Ms. Wachtel has held in excess of a dozen board seats in public and private companies since joining Wachtel & Co., Inc. in 1984. Currently, she is a director of VSE Corporation, a provider of engineering services principally to the Department of Defense, and Information Analysis, Inc., a smaller company providing information technology technical services. Ms. Wachtel previously served on the Companys Board of Directors from 1988, following Wachtel & Co., Inc.s management of the Companys initial public offering, until 2006. She currently serves on the Listing Qualifications Panel for NASDAQ and holds various licenses in the securities industry. Ms. Wachtel previously practiced law at Weil, Gotshal & Manges LLP, a law firm in New York. She holds a Bachelor of Arts degree from the University of Chicago, a Juris Doctor from the University of Virginia School of Law, and a Master of Business Administration with a concentration in finance from the University of Chicago. Ms. Wachtel is also a Certified Financial Analyst.
In consideration of her election and nomination, she withdrew a previously delivered notice of her intention to nominate three director candidates for election at the 2010 Annual Meeting and withdrew a stockholder proposal submitted for consideration at the 2010 Annual Meeting. Also, in connection with these actions, the Company anticipates entering into a one-year consulting arrangement with an individual (who Ms. Wachtel previously indicated she intended to nominate at the 2010 Annual Meeting) to advise the Company on certain technical and general operations matters.
Ms. Wachtel will be compensated for her services as described in the discussion of director compensation in the Companys definitive proxy statement for its 2009 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on January 22, 2009.
A copy of the press release announcing Ms. Wachtels election and nomination is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.