UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 2014
EPIQ SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Missouri |
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00-22081 |
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48-1056429 |
(State or other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification Number) |
501 Kansas Avenue |
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Kansas City, Kansas |
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66105 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(Registrants telephone number, including area code): (913) 621-9500
Not applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On September 22, 2014, Epiq Systems, Inc. issued a press release. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
99.1 Press Release, dated September 22, 2014, issued by Epiq Systems, Inc.
SIGNATURE
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.
Date: September 22, 2014 |
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EPIQ SYSTEMS, INC. | |
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By: |
/s/ Tom W. Olofson |
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Name: Tom W. Olofson |
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Title: Chairman of the Board, Chief Executive Officer and Director |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Epiq Systems Issues Statement Regarding Recent Schedule 13D Filings
Board to Continue Strategic Review Process and
Execution of Ongoing Initiatives to Strengthen Value Proposition
KANSAS CITY, Kan., Sept. 22, 2014 Epiq Systems, Inc. (Nasdaq:EPIQ), a leading global provider of managed technology for the legal profession, today issued the following statement in response to recent filings on Schedule 13D by shareholders P2 Capital Partners, LLC (P2) and St. Denis J. Villere & Company, L.L.C. (Villere):
As announced on September 18, Epiqs Board of Directors has commenced a process to explore a full range of strategic and financial alternatives, which may include among other things, acquisitions, divestitures or a going-private or recapitalization transaction, in order to determine a course of action that is in the best interest of all shareholders. Epiq has long welcomed and appreciated the views of its shareholders, including Villere and P2, and will certainly consider their proposals carefully as part of this process.
Epiq also noted that P2s 13D filing makes reference to a proposal from P2 that was received by the company on August 29, 2014. The Epiq Board, after consultation with its financial and legal advisors, unanimously determined that the P2 proposal does not unlock the companys long-term value, is inadequate from a financial point of view, and is not in the best interest of the company and its shareholders.
The company noted that there can be no assurance that the Boards exploration of strategic alternatives will result in an acquisition, divestiture, or a going-private or recapitalization transaction. The company has not set a timetable for completion of this process and does not intend to disclose further developments unless and until its Board approves a specific action or otherwise concludes the review of strategic alternatives.
Kirkland & Ellis LLP is serving as legal advisor to the company.
About Epiq Systems
Epiq Systems is a leading global provider of technology-enabled solutions for electronic discovery, bankruptcy, and class action and mass tort administration. We offer full-service capabilities to support litigation, investigations, financial transactions, regulatory compliance and other legal matters. Our innovative technology and services, combined with deep subject-matter expertise, provide reliable solutions for the professionals we serve. Visit us at www.epiqsystems.com.
CONTACT: |
For more information |
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Lew Schroeber, Investor Relations |
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Telephone: 913-621-9500 |
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Email: ir@epiqsystems.com |
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Michael Freitag / Mahmoud Siddig / Adam Pollack |
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Joele Frank, Wilkinson Brimmer Katcher |
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212-355-4449 |