S-8

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As filed with the Securities and Exchange Commission on November 15, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EPIQ SYSTEMS, INC.
(Exact Name of Registrant in Its Charter)

Missouri
(State or other jurisdiction of
incorporation or organization) 48-1056429
(I.R.S. Employer
Identification Number)

501 Kansas Avenue, Kansas City, Kansas 66105-1300
(Address of Principal Executive Offices) (Zip Code)

ELECTRONIC PROCESSING, INC.
(Former name of Registrant)

EPIQ SYSTEMS, INC.
1995 STOCK OPTION PLAN
(Full title of the plan)

Tom W. Olofson
Chairman and Chief Executive Officer
EPIQ Systems, Inc.
501 Kansas Avenue, Kansas City, Kansas 66105-1300
(Name and address of agent for service)
(913) 621-9500
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Options to Purchase Common Stock	1,200,000 shares
Common Stock	1,200,000 shares	$16.50	$19,800,000	$1,821.60

(1)

This registration statement also covers any additional shares of common stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that occurs without the receipt of consideration and that increases the number of our outstanding shares of common stock.

(2)

Estimated for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, and based on the average of the high and low prices of our common stock reported on the Nasdaq National Market on November 11, 2002.

EXPLANATORY NOTES

        This Registration Statement registers 1,200,000 shares of common stock of EPIQ Systems, Inc. (the "Company") that are available for issuance upon the exercise of stock options granted under the Company's 1995 Stock Option Plan, as amended (the "Plan"). The Company has previously filed two Registration Statements on Form S-8, Registration No. 333-30847 and Registration No. 333-57952, for the registration of 405,000 and 795,000 shares of common stock, respectively, available for issuance under the Plan. The shareholders of the Company have approved an amendment to the Plan to increase the number of shares available for grant thereunder to 3,000,000 shares.

        As of the date of filing this Registration Statement, of the aggregate of 3,000,000 shares of common stock (and related options) registered pursuant to this Registration Statement and the other two Registration Statements, an aggregate of 1,741,290 shares relate to options that have been granted under the Plan, but not exercised; 813,326 shares relate to options available for future grants under the Plan; and 445,384 shares (covered by the original Registration Statement) relate to options previously exercised under the Plan.

        Except as otherwise noted, all share and option references have been adjusted to reflect the two separate 3-for-2 stock splits, each effected as a 50% stock dividend paid by the Company on February 23, 2001 and November 30, 2001, respectively.

AS PERMITTED BY THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, THIS REGISTRATION STATEMENT OMITS THE INFORMATION SPECIFIED IN PART I OF FORM S-8.

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents, all of which have been previously filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, are incorporated by reference into this Registration Statement:

1.

The description of the Company's common stock contained in the Company's registration statement on Form 8-A.



2.

The Company's Current Report on Form 8-K/A, as filed with the SEC on December 17, 2001.



3.

The Company's Annual Report on Form 10-K for the year ended December 31, 2001.



4.

The Company's definitive proxy statement, as filed with the SEC on April 26, 2002.



5.

The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.



6.

The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.



7.

The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.



8.

The Company's Current Report on Form 8-K as filed with the SEC on September 6, 2002.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all of the securities offered then remaining unsold, are incorporated herein by reference and are a part hereof from the date of filing such documents.

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Item 6.    Indemnification of Directors and Officers

        Pursuant to the Missouri General and Business Corporations Law, the Company's bylaws provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that he is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, trustee or in any other comparable position of another entity) against all liabilities and expenses, including, without limitation, attorneys' fees, judgments, fines and amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with the bylaws), ERISA excise taxes or penalties or other expenses actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided that the Company will not be required to indemnify or advance any expenses in connection with any action, suit or proceeding initiated by such person (including, without limitation, any cross-claim or counterclaim) to any such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors or as otherwise provided in the Company's bylaws.

        The Company's bylaws also provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, trustee or in any other comparable position of another entity) against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with the bylaws) and all expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense of settlement of the action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of the action, suit or proceeding) if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; provided that no indemnification shall be made in respect of any such claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duties to the Company except as otherwise set forth in the Company's bylaws.

        Any indemnification with regard to the foregoing, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because he has met the applicable standard of conduct set forth in the bylaws. The determination shall be made by a majority vote of a quorum of disinterested directors, of if such quorum is not attainable, or even if obtainable, at the direction of a quorum of disinterested directors, by independent legal counsel in a written opinion or by the shareholders.

        The Company's bylaws also provide that expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the person to repay such amounts unless it shall be ultimately determined that he is entitled to be indemnified by the Company as authorized in the bylaws.

        The indemnification discussed in this section is not exclusive of any other rights the party seeking indemnification may have. The Company also maintains directors and officers liability insurance on its directors and executive officers.

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Item 8.    Exhibits

Exhibit No.	Description
4.1	Restated Articles of Incorporation.*
4.2	By-Laws, as amended to date.1
5.1	Opinion of Gilmore & Bell, P.C.*
23.1	Consent of Gilmore & Bell, P.C. included in Exhibit 5.1.
23.2	Consent of Deloitte & Touche LLP, Independent Auditors.*
23.3	Consent of Deloitte & Touche LLP, Independent Auditors of ROC Technologies, Inc.*
23.4	Consent of BKD, LLP, Independent Auditors.*
24.1	Power of Attorney (included on the signature page hereof).

*

Filed herewith.

¹

Incorporated by reference and previously filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2001, filed with the Securities and Exchange Commission on May 11, 2001.

Item 9.    Undertakings

        The Company hereby undertakes:

        (1)    To file, during any period in which offers or sales of securities are made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

        (2)    That for determining liability under the Securities Act of 1933, each post-effective amendment to this Registration Statement and each filing of the Company's annual report, will be deemed a new registration statement of the securities offered, and the offering of the securities at that time will be deemed to be the initial bona fide offering.

        (3)    To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the Company's By-Laws, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission that indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by that director, officer or controlling person in connection with the securities that the Company is registering, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether the indemnification by the Company is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of that issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it will meet all of the requirements for filing on Form S-8 and has authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Kansas, on this 15^th day of November, 2002.

EPIQ SYSTEMS, INC.
By:	/s/  TOM W. OLOFSON Tom W. Olofson Chairman and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned officers and directors of EPIQ Systems, Inc., severally constitute Tom W. Olofson, or Elizabeth M. Braham, in the order named, our true and lawful attorney-in-fact with full power to each, to sign for us and in our names in the capacities indicated below, this Registration Statement and any and all subsequent amendments to this Registration Statement, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable EPIQ Systems, Inc. to comply with all requirements of the Securities and Exchange Commission.

        In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Name & Title	Date
/s/  TOM W. OLOFSON	Tom W. Olofson Chairman, Chief Executive Officer and Director (Principal Executive Officer)	November 15, 2002
/s/  CHRISTOPHER E. OLOFSON	Christopher E. Olofson President, Chief Operating Officer and Director	November 15, 2002
/s/  ELIZABETH M. BRAHAM	Elizabeth M. Braham Vice President and Chief Financial Officer (Principal Financial Officer)	November 15, 2002
/s/  MICHAEL A. RIDER	Michael A. Rider Controller and Chief Accounting Officer (Principal Accounting Officer)	November 15, 2002
/s/  ROBERT C. LEVY	Robert C. Levy Director	November 15, 2002
/s/  W. BRYAN SATTERLEE	W. Bryan Satterlee Director	November 15, 2002
/s/  EDWARD M. CONNOLLY, JR.	Edward M. Connolly, Jr. Director	November 15, 2002

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS
TO
REGISTRATION STATEMENT
ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933

EPIQ SYSTEMS, INC.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Restated Articles of Incorporation.*
4.2	By-Laws, as amended to date.1
5.1	Opinion of Gilmore & Bell, P.C.*
23.1	Consent of Gilmore & Bell, P.C. included in Exhibit 5.1.
23.2	Consent of Deloitte & Touche LLP, Independent Auditors.*
23.3	Consent of Deloitte & Touche LLP, Independent Auditors of ROC Technologies, Inc.*
23.4	Consent of BKD, LLP, Independent Auditors.*
24.1	Power of Attorney (included on the signature page hereof).

*

Filed herewith.

¹

Incorporated by reference and previously filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended March 31, 2001 filed with the Securities and Exchange Commission on May 11, 2001.

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Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBIT INDEX

EX-4.1

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Exhibit 4.1

Office of the Secretary of State/Corporations Division

FILED

OCT 29 2001

/s/ Matt Blunt

SECRETARY OF STATE

Restated
For Profit Articles of Incorporation

FIRST.    The name of the corporation is: EPIQ Systems, Inc.

SECOND.    The address of the corporation's registered office in the State of Missouri is 2800 Commerce Tower, 911 Main, Kansas City, Missouri 64105, and the name of its initial registered agent at such address is Seigfreid, Bingham, Levy, Selzer & Gee, P.C.

THIRD.    The total number of shares of all classes of stock which the corporation shall have the authority to issue is Fifty-Two Million (52,000,000) consisting of Fifty Million (50,000,000) shares of Common Stock $0.01 par value per share, and Two Million (2,000,000) shares of Preferred Stock, $1.00 par value per share.

A.

COMMON STOCK

1.

General.    The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.



2.

Voting.    The holders of the Common Stock are entitled to one vote for each share held at all meetings of shareholders (and written actions in lieu of meetings). There shall be no cumulative voting.



3.

Dividends.    Dividends may be declared and paid on the Common Stock from funds lawfully available therefore as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding series of Preferred Stock.



4.

Liquidation.    Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its shareholders, subject to any rights of any then outstanding series of Preferred Stock.



B.

PREFERRED STOCK.

        Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations and restrictions thereof, including without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General and Business Corporation Law of Missouri. Without limiting the generality of the foregoing,

except as otherwise provided in the resolutions providing for the issuance of any series of Preferred Stock, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise provided in the resolutions providing for the issuance of any series of Preferred Stock, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of these Articles of Incorporation.

C.

GENERAL.

        No shareholder shall be entitled as a matter of right to subscribe for, purchase or receive any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures or other securities convertible into stock of any class, and all such additional shares of stock, bonds, debentures or other securities convertible into stock may be issued by the Board of Directors to such person or persons, on such terms and for such consideration as the Board of Directors, in their discretion, may determine.

FOURTH.    The name and place of residence of the incorporator are as follows:

Name	Residence
Marvin L. Rich	6632 Wenoga Road
	Mission, Kansas 66208

FIFTH.    The number of directors to constitute the first board of directors of the corporation is five (5). Thereafter the number of directors shall be fixed by, or in the manner provided in, the bylaws of the corporation. Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days of such change. Directors need not be shareholders unless the bylaws require them to be shareholders.

        The persons to constitute the board of directors, each of whom shall hold office until the next annual meeting of the shareholders or until his successor shall have been elected and qualified, are as follows:

Tom W. Olofson
Christopher E. Olofson
Robert C. Levy
W. Bryan Satterlee
Edward M. Connolly, Jr.

SIXTH.    The duration of the corporation is perpetual.

SEVENTH.    This corporation is formed for the following purposes:

        (a)  To engage in every aspect of data processing, creation of data bases, communication and other computer related activities.

        (b)  To buy, lease, rent or otherwise acquire, own, hold, use, divide, partition, develop, improve, operate and sell, lease, mortgage or otherwise dispose of, deal in and turn to account real estate, leaseholds and any and all interests or estates therein or appertaining thereto; and to construct, manage, operate, improve, maintain and otherwise deal with buildings, structures and improvements situated or to be situated on any real estate or leasehold.

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        (c)  To engage in any mining, manufacturing, chemical, metallurgical, processing or related business, and to buy, lease, construct or otherwise acquire, own, hold, use, sell, lease, mortgage or otherwise dispose of, plants, works, facilities and equipment therefore.

        (d)  To buy, utilize, lease, rent, import, export, manufacture, produce, design, prepare, assemble, fabricate, improve, develop, sell, lease, mortgage, pledge, hypothecate, distribute and otherwise deal in at wholesale, retail or otherwise, and as principal, agent or otherwise, all commodities, goods, wares, merchandise, machinery, tools, devices, apparatus, equipment and all other personal property, whether tangible or intangible, of every kind without limitation as to description, location or amount.

        (e)  To apply for, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, enjoy, turn to account, grant licenses in respect of, manufacture under, introduce, sell, assign, mortgage, pledge or otherwise dispose of:

        1.    Any and all inventions, devices, processes and formulae and any improvements and modifications thereof;

        2.    Any and all letters patent of the United States or of any other country, state or locality, and all rights connected therewith or appertaining thereto.

        3.    Any and all copyrights granted by the United States or any other country, state or locality;

        4.    Any and all trademarks, trade names, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States or of any other country, state or locality; and to conduct and carry on its business in any or all of its various branches under any trade name or trade names.

        (f)    To engage in, carry on and conduct research, experiments, investigations, analyses, studies and laboratory work, for the purpose of discovering new products or to improve products, articles and things, and to buy, construct or otherwise acquire, own, operate, maintain, lease, sell, mortgage or otherwise dispose of, laboratories and similar facilities, plants and any and all other establishments, and to procure, construct, own, use, hold and dispose of all necessary equipment in respect thereof, for the purposes aforesaid.

        (g)  To enter into any lawful contract or contracts with persons, firms, corporations, other entities, governments or any agencies or subdivisions thereof, including guaranteeing the performance of any contract or any obligation of any person, firm, corporation or other entity.

        (h)  To purchase and acquire, as a going concern or otherwise, and to carry on, maintain and operate all or any part of the property or business of any corporation, firm, association, entity, syndicate or person whatsoever, deemed to be of benefit to the corporation, or of use in any manner in connection with any of its purposes; and to dispose thereof upon such terms as may seem advisable to the corporation.

        (i)    To purchase or otherwise acquire, hold, sell, pledge, reissue, transfer or otherwise deal in, shares of the corporation's own stock provided that it shall not use its funds or property for the purchase of its own shares of stock when such use would be prohibited by law, by the articles of incorporation or by the bylaws of the corporation; and, provided further, that shares of its own stock belonging to it shall not be voted upon directly or indirectly.

        (j)    To invest, lend and deal with moneys of the corporation in any lawful manner, and to acquire by purchase, by the exchange of stock or other securities of the corporation, by subscription or otherwise, and to invest in, to hold for investment or for any other purpose, and to use, sell, pledge or otherwise dispose of, and in general to deal in any interest

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concerning or enter into any transaction with respect to (including "long" and "short" sales of) any stocks, bonds, notes, debentures, certificates, receipts and other securities and obligations of any government, state, municipality, corporation, association or other entity, including individuals and partnerships and, while owner thereof, to exercise all of the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes and to give consents with respect thereto.

        (k)  To borrow or raise money for any purpose of the corporation and to secure any loan, indebtedness or obligation of the corporation and the interest accruing thereon, and for that or any other purpose to mortgage, pledge, hypothecate or charge all or any part of the present or hereafter acquired property, rights and franchises of the corporation, real, personal, mixed or of any character whatever, subject only to limitations specifically imposed by law.

        (l)    To do any or all of the things hereinabove enumerated alone for its own account, or for the account of others, or as the agent for others, or in association with others or by or through others, and to enter into all lawful contracts and undertakings in respect thereof.

        (m)  To have one or more offices, to conduct its business, carry on its operations and promote its objects within and without the State of Missouri and anywhere in the world, without restriction as to place, manner or amount, but subject to the laws applicable thereto; and to do any or all of the things herein set forth to the same extent as a natural person might or could do and in any part of the world, either alone or in the company with others.

        (n)  In general, to carry on any other business in connection with each and all of the foregoing or incidental thereto, and to carry on, transact and engage in any and every lawful business or other lawful thing calculated to be of gain, profit or benefit to the corporation as fully and freely as a natural person might do, to the extent and in the manner, and anywhere within and without the State of Missouri, as it may from time to time determine; and to have and exercise each and all of the powers and privileges, either direct or incidental, which are given and provided by or are available under the laws of the State of Missouri in respect of general and business corporations organized for profit thereunder; provided, however, that the corporation shall not engage in any activity for which a corporation may not be formed under the laws of the State of Missouri.

        None of the purposes and powers specified in any other paragraphs of this Article SEVENTH shall be in any way limited or restricted by reference to or inference from the terms of any other paragraph, and the purposes and powers specified in each of the paragraphs of this Article SEVENTH shall be regarded as independent purposes and powers. The enumeration of specific purposes and powers in this Article SEVENTH shall not be construed to restrict in any manner the general purposes and powers of this corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature. The enumeration of purposes or powers herein shall not be deemed to exclude or in any way limit by inference any purposes of powers which this corporation has power to exercise, whether expressly by the laws of the State of Missouri, now or hereafter in effect, or impliedly by any reasonable construction of such laws.

EIGHTH.    (a) Except as may be otherwise specifically provided by statute, or the articles of incorporation or the bylaws of the corporation, as from time to time amended, all powers of management, direction and control of the corporation shall be, and hereby are, vested in the board of directors.

        (b)  The bylaws of the corporation may from time to time be altered, amended, suspended or repealed, or new bylaws may be adopted, in any of the following ways: (i) by the affirmative vote, at any annual or special meeting of the shareholders, of the holders of a majority of the outstanding shares of stock of the corporation entitled to vote; or (ii) by resolution adopted by a majority of the

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full board of directors at a meeting thereof, or adopted by a majority of the full board of directors at a meeting thereof, or (iii) by unanimous written consent of all the shareholders or all the directors in lieu of a meeting; provided, however, that the power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

        (c)  The corporation may agree to the terms and conditions upon which any director, officer, employee or agent accepts his office or position and in its bylaws or otherwise may agree to indemnify and protect any director, officer, employee or agent to the extent permitted by the laws of Missouri.

NINTH.    Insofar as it is permitted under the laws of Missouri and except as maybe otherwise provide by the bylaws of the corporation, no contract or other transaction between this corporation and any other firm or corporation shall be affected or invalidated solely by reason of the fact that any director or officer of this corporation is interested in, or is a member, shareholder, director or officer of such other firm or corporation; and any director or officer of this corporation, individually or jointly with one or more other directors or officers of this corporation, may be a party to, or may be interested in, any contract or transaction of this corporation or in which this corporation is interested, and no such contract or transaction shall be invalidated thereby.

TENTH.    The directors shall have power to hold their meetings and to keep the books (except any books required to be kept in the State of Missouri, pursuant to the laws thereof) at any place within or without the State of Missouri.

ELEVENTH.    The corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner of such shares and of all rights derived from such shares for all purposes. The corporation shall not be obligated to recognize any equitable or other claim to or interest in such shares or rights on the part of any other person, including, but without limiting the generality of the term "person", a purchaser, pledgee, assignee or transferee of such shares or rights, unless and until such person becomes the registered holder of such shares, and the foregoing shall apply whether or not the corporation shall have either actual or constructive notice of the interest of such person.

        The foregoing Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the corporation's Articles of Incorporation as heretofore amended and supersede the original Articles of Incorporation and all amendments thereto.

        IN WITNESS WHEREOF, the undersigned, Christopher E. Olofson, President/COO, has executed this instrument and Janice Katterhenry, its Secretary, has affixed its corporate seal hereto and attested said seal on the 23rd day of October, 2001

FILED		EPIQ Systems, Inc.
OCT 29 2001
/s/ MATT BLUNT
SECRETARY OF STATE		By:	/s/  CHRISTOPER E. OLOFSON Christopher E. Olofson, President/COO
ATTEST:
By:	/s/  JANICE KATTERHENRY Janice Katterhenry, Secretary

STATE OF KANSAS	)
	) ss.
COUNTY OF WYANDOTTE	)

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        I, the undersigned, a Notary Public, do hereby certify that on this 23rd day of October, 2001, Christopher E. Olofson personally appeared before me who, being by me first duly sworn, declared that he is President and Chief Operating Officer of the corporation, and that the statements therein contained are true.

(SEAL)
	/s/  JUDY E. SCHUBERGER Notary Public
My Commission Expires: 5/14/05	FILED
	OCT 29 2001
	/s/ MATT BLUNT
	SECRETARY OF STATE

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Exhibit 4.1

EX-5.1

Exhibit 5.1

[GILMORE & BELL LETTERHEAD]

November 15, 2002

EPIQ Systems, Inc.
501 Kansas Avenue
Kansas City, Kansas 66105-1309

Re: EPIQ Systems, Inc. Registration Statement on Form S-8
Reg. No. 333-              (the "Registration Statement")

Dear Sir/Madam:

        You have requested our opinion as counsel to EPIQ Systems, Inc., a Missouri corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Registration Statement relating to options to purchase 1,200,000 shares of the Company's common stock (the "Options"), and the 1,200,000 shares of the Company's common stock, $.01 par value (the "Shares") issuable upon the exercise of the Options. All of the Options are issuable pursuant to the Company's 1995 Stock Option Plan, as amended (the "Plan").

        In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, and such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed for purposes of this opinion that the Shares issuable upon the exercise of the Options will be issued upon the valid exercise of the Options in accordance with the terms of the Plan.

        Based upon the foregoing, we are of the opinion as follows:

        1.    The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Missouri.

        2.    The Shares, when issued upon the exercise of the Options, will be validly issued, fully paid and non-assessable.

        We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Gilmore & Bell, P.C.

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Registration Statement of EPIQ Systems, Inc. on Form S-8 of our report dated February 26, 2002, appearing in the Annual Report on Form 10-K of EPIQ Systems, Inc. for the year ended December 31, 2001.

/s/ Deloitte & Touche LLP

Kansas City, Missouri
November 13, 2002

EX-23.3

Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Registration Statement of EPIQ Systems, Inc. on Form S-8 of our report dated November 30, 2001 on the financial statements of ROC Technologies, Inc. as of and for the year ended September 30, 2001 included in the Current Report of EPIQ Systems, Inc. on Form 8-K/A as filed with the SEC on December 17, 2001 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Kansas City, Missouri
November 13, 2002

EX-23.4

Exhibit 23.4

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Registration Statement of EPIQ Systems, Inc. on Form S-8 of our report dated February 25, 2000, appearing in the Annual Report on Form 10-K of EPIQ Systems, Inc. for the year ended December 31, 2001.

/s/  BKD, LLP

Kansas City, Missouri
November 13, 2002