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): January 9, 2015
EPIQ SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Missouri | 001-36633 | 48-1056429 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
501 Kansas Avenue
Kansas City, Kansas 66105
(Address of principal executive offices, including zip code)
(913) 621-9500
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2015, the Board of Directors of Epiq Systems, Inc. (the Company) created a new directorship and appointed Mr. Brad D. Scott as a new director to the Board, effective January 12, 2015. Mr. Scott, who is currently the President and Chief Operating Officer of the Company, is an employee director, which is any director who is a current officer or employee of the Company or any subsidiary thereof. As such, Mr. Scott will not receive compensation for his service as a member of the Board. The appointment of Mr. Scott fills the Board seat vacated in December 2014 and brings the number of directors back to nine. Of the nine directors, seven are independent directors and two are executive officers of the Company.
Mr. Scott has no family relationships with any director or executive officer of the Company, and there are no agreements or understandings between Mr. Scott and any other person pursuant to which he was appointed to the Board. There are no related party transactions between the Company and Mr. Scott that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. The Board has determined that Mr. Scott satisfies the requirements adopted by the Board pursuant to its Corporate Governance Guidelines for service on the Board.
Mr. Scott will serve as a director until the next annual meeting of the shareholders of the Company, or until his respective successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On January 12, 2015, the Company issued a press release announcing the appointment of Mr. Brad D. Scott as a director of the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
99.1 | Press release issued by Epiq dated January 12, 2015. |
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.
EPIQ SYSTEMS, INC. | ||||||
Date: January 12, 2015 | ||||||
By: | /s/ Tom W. Olofson | |||||
Name: | Tom W. Olofson | |||||
Title: | Chairman of the Board, Chief Executive Officer and Director |
Exhibit 99.1
Epiq Systems Appoints President and Chief Operating Officer
Brad D. Scott to Board of Directors
Kansas City, KS (January 12, 2015)Epiq Systems, Inc. (NASDAQ:EPIQ), a leading provider of integrated technology solutions for the global legal profession, today announced the appointment of Brad D. Scott, president and chief operating officer, to Epiqs Board of Directors, effective January 12, 2015.
The appointment of Mr. Scott fills the Board seat vacated in December 2014 and brings the number of directors back to nine. Of the nine directors, seven are independent directors and two are executive officers of the company.
Brad is an exceptional executive with a proven leadership record that spans legal and eDiscovery settings, said Tom W. Olofson, chairman and chief executive officer. He has made significant contributions across our global operations and his appointment further strengthens our Board as we focus on delivering value for our clients and shareholders.
Mr. Scott was appointed president and chief operating officer in May 2014. He joined Epiq following the acquisition in December 2011 of De Novo Legal LLC, a leading international document review and eDiscovery provider where he served as president. Since joining Epiq, he has served in various executive roles including executive vice president, chief of staff and chief human resources officer.
Mr. Scott has extensive legal industry experience including executive roles at WilmerHale, LLP, Heller Ehrman, LLP and Weil, Gotshal and Manges, LLP and as a strategic consultant and executive at IBM. He holds an MS degree in human performance from the University of Illinois and a BS degree in engineering from The United States Military Academy at West Point.
About Epiq Systems
Epiq Systems is a leading global provider of integrated technology solutions for the legal profession, including electronic discovery, bankruptcy, and class action and mass tort administration. We also offer full-service capabilities to support litigation, investigations, financial transactions, regulatory compliance and other legal matters. Our innovative technology and services, deep subject-matter expertise and global presence spanning 45 countries served from 20 locations allow us to provide secure, reliable solutions to the worldwide legal community. Visit us at www.epiqsystems.com.
Investor Contacts | ||
Kelly Bailey | Chris Eddy or David Collins | |
Epiq Systems | Catalyst Global | |
913-621-9500 | 212-924-9800 | |
ir@epiqsystems.com | epiq@catalyst-ir.com |
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