8-K

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 30, 2016

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

(Registrant’s 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)).

INTRODUCTORY NOTE

On September 30, 2016, Epiq Systems, Inc. (the “Company”) completed its previously announced merger (the “Merger”) with DTI Merger Sub, Inc. (“Merger Sub”), a Missouri corporation and a wholly-owned subsidiary of Document Technologies, LLC, a Georgia limited liability company (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of July 26, 2016, by and among the Company, Parent and Merger Sub (the “Merger Agreement”). The Company was the surviving corporation in the Merger and, upon consummation of the Merger, became a wholly-owned subsidiary of Parent.

Item 1.02. Termination of Material Definitive Agreement

On September 30, 2016, in connection with the consummation of the Merger, the Company terminated that certain Credit Agreement, dated as of August 27, 2013, by and among the Company, the domestic subsidiaries of the Company named therein as guarantors, a syndicate of banks and institutional investors as lenders, and KeyBank National Association as the LC issuer, swing line lender and administrative agent.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note, on September 30, 2016, the Company completed its previously announced Merger with Merger Sub pursuant to the Merger Agreement. The Merger Agreement relates to the acquisition of the Company (through Parent) by OMERS Private Equity, the private equity arm of the OMERS pension fund (“OMERS”), and funds managed by Harvest Partners LP, a leading middle-market private equity fund (“Harvest Partners”). The Company filed a certificate of merger with the Secretary of State of the State of Missouri, pursuant to which Merger Sub was merged with and into the Company at the effective time of the Merger (the “Effective Time”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the Effective Time:

• each outstanding share of common stock of the Company (“Common Stock”) (other than shares owned by the Company, Parent or Merger Sub and dissenting shareholders who properly exercised appraisal rights under Missouri law) ceased to be outstanding and was converted into the right to receive $16.50 in cash, without interest (the “Merger Consideration”);

• each option to purchase Common Stock (whether vested or unvested) was canceled and terminated in exchange for an amount in cash equal to the product of (a) the total number of shares of Common Stock subject to such Company stock option and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such stock option; and

• each restricted stock award became fully vested with respect to the full number of shares subject to the restricted stock award and was converted into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares subject to the award determined in the case of performance-based restricted stock units by applying a 100% (target) vesting percentage.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent. The total amount of funds required to complete the Merger and related transactions (including payment of the Company’s indebtedness) and pay related fees and expenses was approximately $1.1 billion, which was funded through a combination of equity contribution from OMERS and funds affiliated with Harvest Partners and proceeds from Parent’s debt financing.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 27, 2016, and which is incorporated herein by reference.

1

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 30, 2016, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ file a delisting application with the SEC to delist and deregister the Common Stock. NASDAQ promptly filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Common Stock. Trading of the Common Stock was suspended at the close of the trading day upon filing of such Form. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modifications to Rights of Security Holders

As described under Item 2.01 above, as a result of the Merger, each share of Common Stock outstanding at the Effective Time (other than shares owned by the Company, Parent or Merger Sub and holders who properly exercised appraisal rights under Missouri law) ceased to be outstanding and was converted into the right to receive the Merger Consideration. Holders of Common Stock that was issued and outstanding prior to the Effective Time ceased to have any rights with respect to such securities other than their right to receive the Merger Consideration, nor do they have any interest in the Company’s future earnings or growth.

Item 5.01. Changes in Control of Registrant

The information set forth under Items 2.01 and 5.02 hereof are incorporated herein by reference.

To the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, John W. Davenport, Jr. and Edward R. James III, the directors of Merger Sub as of immediately prior to the Effective Time became the initial directors of the Company following the Merger and the directors of the Company immediately prior to the Effective Time ceased to be members of the board of directors of the Company.

In addition, in connection with the consummation of the Merger, the employment of the executive officers of the Company, other than Brad D. Scott, was terminated effective as of October 1, 2016. Brad D. Scott will become the co-chief operating officer of the combined company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Prior to the consummation of the Merger, on September 30, 2016, to respond to a formality required by the Secretary of State of Missouri, the Company filed a certificate of termination of designation to terminate the designation of its Participating Preferred Stock, Series A, none of which was issued or outstanding.

In connection with the consummation of the Merger, the articles of incorporation and the bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety in accordance with the terms of the Merger Agreement and became the articles of incorporation and bylaws, respectively, of the surviving corporation after the Merger.

A copy of the amended and restated articles of incorporation and bylaws of the Company following the Merger are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

2

Item 8.01 Other Events.

On September 30, 2016, the Company issued a joint press release with Parent announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Current Report on Form 8-K:

2.1*	Agreement and Plan of Merger, dated as of July 26, 2016, by and among Document Technologies, LLC, DTI Merger Sub, Inc. and Epiq Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 27, 2016)
3.1	Amended and Restated Articles of Incorporation of Epiq Systems, Inc.
3.2	Amended and Restated Bylaws of Epiq Systems, Inc.
99.1	Press Release, dated September 30, 2016

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

3

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: September 30, 2016
	By:	/s/ Tom W. Olofson
	Name:	Tom W. Olofson
	Title:	Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF EPIQ SYSTEMS, INC.

FIRST: The name of the corporation is Epiq Systems, Inc. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Missouri is located at 221 Bolivar Street, Jefferson City, Missouri 65101. The name of its registered agent at such address is CSC – Lawyers Incorporating Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of Missouri (as amended from time to time, the “MGBCL”).

FOURTH: The Corporation shall be authorized to issue 1,000 shares of capital stock, all of which shall be shares of Common Stock, having no par value (the “Common Stock”).

FIFTH: All corporate powers of the Corporation shall be exercised by or under the direction of the board of directors of the Corporation (the “Board”) except as otherwise provided herein or by applicable law. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized:

(i) to adopt, amend or repeal Bylaws of the Corporation, subject to the right of the shareholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal Bylaws made by the Board; and

(ii) from time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of any shareholder; and no shareholder shall have any right to inspect any account or book or document of the Corporation except as provided by applicable law or the Bylaws of the Corporation or as authorized by resolution of the shareholders or the Board.

SIXTH: No director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty by such director or officer in his or her capacity as a director or officer, as the case may be, except to the extent such exemption from liability or limitation thereof is not permitted under the MGBCL, as it presently exists or may hereafter be amended from time to time. If the MGBCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGBCL, as so amended. This provision is not intended to eliminate or narrow any defenses to or protection against liability otherwise available to directors or officers of the Corporation. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

SEVENTH:

A. Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom such person is

1

a legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director, officer, employee or agent of any other corporation, or as the representative of the Corporation in a partnership, joint venture, trust or other entity (hereinafter, an “indemnitee”), shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by the MGBCL, against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) paid or incurred by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

B. To the fullest extent authorized by the MGBCL, each indemnitee shall have (and shall be deemed to have a contractual right to have) the right to be paid by the Corporation (and any successor to the Corporation by merger or otherwise) the expenses incurred in defending any such action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if ultimately it should be determined that such person is not entitled to be indemnified by the Corporation under the MGBCL.

C. Notwithstanding the foregoing, except for proceedings to enforce any officer’s or director’s rights to indemnification or any director’s rights to advancement of expenses, the Corporation shall not be obligated to indemnify any indemnitee, or advance expenses of any indemnitee (or such person’s heirs, executors or administrators) in connection with any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.

D. The Board may adopt bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the MGBCL. The rights to indemnification and advancement of expenses conferred in this Article Seventh shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted under these Articles of Incorporation, the Bylaws, any statute, agreement, vote of shareholders or disinterested directors or otherwise.

E. To the fullest extent authorized or permitted by the MGBCL, the Corporation may purchase and maintain insurance on behalf of any current or former director, officer, employee or agent of the Corporation, or person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the MGBCL.

F. This Article Seventh shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, or to purchase and maintain insurance on behalf of, persons other than indemnitees or to advance expenses to persons other than directors of the Corporation.

G. Any amendment, repeal or modification of any provision contained in Article Seventh shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers) and shall not adversely affect any right or protection of any current or former director or officer of the Corporation existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring prior to such amendment, repeal or modification.

2

EIGHTH: To the maximum extent permitted by law, in the event that either the Corporation or any shareholder of the Corporation acquires knowledge of any potential transaction, agreement, arrangement or other matter which may be an opportunity for both the Corporation and such shareholder, neither the Corporation nor such shareholder will have any duty to communicate or offer such opportunity to the other and such shareholder will not be liable to the Corporation for breach of any fiduciary or other duty, as a shareholder or otherwise, and the Corporation will not be liable to such shareholder, by reason of the fact that the Corporation or such shareholder, as the case may be, pursues or acquires such opportunity for itself or does not communicate such opportunity or information regarding such opportunity to such shareholder or the Corporation, as the case may be.

NINTH: If any provision or provisions of these Articles of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of these Articles of Incorporation (including, without limitation, each portion of any paragraph of these Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby.

TENTH: The duration of the Corporation shall be perpetual.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders, directors and officers herein are granted subject to this reservation.

3

EX-3.2

Exhibit 3.2

AMENDED & RESTATED

BYLAWS

OF

EPIQ SYSTEMS, INC.

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. An annual meeting of shareholders shall be held for the election of directors on the second Tuesday in January each year, or on such date (and at such time and place either within or without the State of Missouri) as may be designated by the board of directors of the Corporation (the “Board”) from time to time. Shareholders may, unless the articles of incorporation of the Corporation (as amended and restated from time to time, the “Articles of Incorporation”) otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of shareholders of the Corporation, for any purpose or purposes, may be called only by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board, to be held at such date, time and place either within or without the State of Missouri as may be stated in the notice of the meeting.

Section 1.3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than seventy days before the date of the meeting to each shareholder entitled to vote at such meeting, personally, by mail or by electronic transmission (if permitted under the circumstances by the General and Business Corporation Law of Missouri, as amended (the “MGBCL”)). If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which shareholders and proxyholders may be deemed present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 1.3 of these bylaws (as amended from time to time in accordance with the provisions hereof, these “Bylaws”).

Section 1.5. Quorum. Except as otherwise provided by applicable law or the Articles of Incorporation or these Bylaws, the holders of a majority of the Common Stock of the Corporation entitled to vote generally in the election of directors, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these Bylaws until a quorum shall attend.

Section 1.6. Treasury Stock. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.7. Organization. The president of the Corporation (the “President”) shall act as chairperson of meetings of shareholders. The Board may designate any other officer or director of the Corporation to act as chairperson of any meeting in the absence of the President, and the Board may further provide for determining who shall act as chairperson of any meeting of shareholders in the absence of the President and such designee. The Board may adopt by resolution such rules and regulations for the conduct of any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of shareholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. The secretary of the Corporation (the “Secretary”) shall act as secretary of the meeting, but in his absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.8. Voting. Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and a plurality of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the shareholders. Voting at meetings of shareholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine.

Section 1.9. Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary.

Section 1.10. Closing of Transfer Books and Fixing of Record Date. The board of directors shall have the power to close the transfer books of the corporation for a period not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or entitled to exercise the rights in respect of any such change, conversion or exchange of shares. In such case only the shareholders who are shareholders of record on the record date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the date of closing of the transfer books or the record date fixed as aforesaid.

Section 1.11. Consent of Shareholders in Lieu of Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by law to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission consenting to an action to be taken and transmitted by a shareholder or proxy holder, or by a person or persons authorized to act for a shareholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this Section 1.12, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the shareholder or proxy holder or by a person or persons authorized to act for the shareholder or proxy holder and (ii) the date on which such shareholder or proxy holder or authorized person or persons transmitted such electronic transmission. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board, except as may be otherwise provided by law or in the Articles of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. The initial number of Directors shall be two (2). Directors need not be shareholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of shareholders next succeeding his election

and until his successor is elected and qualified or until his earlier death, resignation or removal. Any director may resign at any time upon written notice to the Board or to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Articles of Incorporation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

Section 2.3. Regular Meetings. Regular meetings of the Board may be held at such places within or without the State of Missouri and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board may be held at any time or place within or without the State of Missouri whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Telephonic Meetings Permitted. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board one third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Articles of Incorporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7. Organization. Meetings of the Board shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation as shall be specified in the designating resolution creating such committee; but no such committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by these Bylaws to be submitted to shareholders for approval or (ii) adopting, amending or repealing any Bylaw of the Corporation. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 3.2. Committee Rules. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV

Officers

Section 4.1. Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of shareholders in each year, the Board shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of shareholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual

rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V

Stock

Section 5.1. Certificates of Stock. Unless otherwise provided by resolution of the Board, the shares of the Corporation shall be represented by certificates. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the foregoing, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, in any form approved by the Board, signed by the Chairman of the Board or the President or a Vice President of the Corporation and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. If the certificate is countersigned by a transfer agent or registrar other than the Corporation or its employee, any other signature may be facsimile, engraved or printed. In case any such officer, transfer agent or registrar who has signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer, transfer agent or registrar before the certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such officer, transfer agent or registrar had not ceased to be such officer, transfer agent or registrar at the date of its issue. Every holder of uncertificated shares shall be entitled to receive a statement of holdings as evidence of share ownership.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.3. Record Owners. The Corporation shall be entitled to treat the holder of record of any stock of the Corporation as the holder thereof and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Missouri.

Section 5.4. Transfers of Stock. Transfers of stock shall be made only on the books of the Corporation by the registered holder thereof or by such holder’s attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent

of the Corporation. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if both the transferor and transferee request the Corporation to do so.

ARTICLE VI

Miscellaneous

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall end on the 31^st day of December in each year, or as otherwise determined by the Board from time to time.

Section 6.2. Seal. The Board may adopt a corporate seal. If adopted, the corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Missouri.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 6.3. Waiver of Notice of Meetings of Shareholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Section 6.4. Indemnification of Directors and Officers. The Corporation shall have power to indemnify to the full extent authorized by law any person (each, a “Covered Person” and collectively, “Covered Persons”) made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director or officer at the request of the Corporation or any predecessor of the Corporation.

The Corporation hereby agrees that (i) the Corporation is the indemnitor of first resort (i.e., that its obligations to Covered Persons are primary and any obligation of OMERS Administration Corporation or its affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary), (ii) that the Corporation shall be required to advance the full amount of expenses incurred by a Covered Person and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of these Bylaws, without regard to any rights a Covered Person may have against OMERS Administration Corporation or its affiliates, as applicable, and (iii) that the

Corporation irrevocably waives, relinquishes and releases OMERS Administration Corporation and its affiliates, as applicable, from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by OMERS Administration Corporation or its affiliates, as applicable, on behalf of any Covered Person with respect to any claim for which a Covered Person has sought indemnification from the Corporation shall affect the foregoing, and OMERS Administration Corporation and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of a Covered Person against the Corporation.

Section 6.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7. Construction. Unless the context otherwise requires, the general provisions, rules of construction and definitions in the MGBCL shall govern the construction of these Bylaws.

Section 6.8. Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall, to the fullest extent permitted by law, be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws shall remain in full force and effect.

Section 6.9. Amendment of Bylaws. These Bylaws may be adopted, amended, altered or repealed by the Board or by a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereon.

EX-99.1

Exhibit 99.1

DTI and Epiq to Combine in Connection with OMERS Private Equity

and Harvest Partners Acquisition

ATLANTA, GA and KANSAS CITY, KS – Sep 30, 2016 – DTI and Epiq Systems, Inc. today announced the successful completion of the acquisition of Epiq (through DTI) by OMERS Private Equity and Harvest Partners. Following the acquisition, DTI, a global legal process outsourcing (LPO) company providing eDiscovery, management services, litigation support, and court reporting, and Epiq, a leading global provider of integrated technology and services for the legal profession, intend to integrate their operations to create a global leader that will deliver to clients around the world a more robust base of expertise, capabilities and services.

“We are confident that we are building an organization that is modern and nimble, secure and client focused,” said John Davenport, Jr., founder and chief executive officer of DTI. “We are excited about the opportunity ahead of us as we continue our efforts to balance global scale and local capability. Our combined organizations are better positioned to serve our clients and we look forward to joining together with the Epiq management team and employees as we begin to integrate our two organizations.”

In the short term, both the Epiq and DTI brands will remain in place, as the organization undergoes a carefully orchestrated integration of operations designed to further enhance client services of both organizations. The business will be headquartered in Atlanta, Georgia with more than 100 locations around the world.

John Davenport, Jr. will serve as the chief executive officer of the combined business, with Brad D. Scott, current president & chief operating officer of Epiq, and Keith Conley, current president & chief operating officer of DTI, taking on the roles of co-presidents and co-COOs. Eddie James will serve as chief financial officer of the combined organization. Adam Seskis will serve as chief integration officer and Jeffrey Jacobs will serve as chief legal officer.

“The combination of Epiq and DTI provides value to our shareholders and employees, and allows for a wider spectrum of solutions to be available to our clients,” said Tom W. Olofson, Epiq’s founder, chairman and chief executive officer. “We are pleased to have closed this transaction with DTI and look forward to the combined company’s continued growth.” Mr. Olofson will be retiring from Epiq upon completion of the transaction.

Acquisition Closing Details

The acquisition was consummated through the merger of Epiq with a wholly-owned subsidiary of DTI, with Epiq continuing as the surviving corporation and a wholly-owned subsidiary of DTI. Under the terms of the merger agreement, at the effective time of the merger, each share of common stock of Epiq was cancelled and automatically converted into the right to receive $16.50, without interest and subject to any applicable withholding taxes. Although the acquisition has been consummated, due to NASDAQ policies, the trading of Epiq shares of common stock will not be suspended until after NASDAQ closes today.

About DTI

DTI is a leading legal process outsourcing (LPO) company serving law firms, corporations and government entities around the globe. DTI helps its clients accelerate the changes they must make to remain competitive. DTI is a leader in the management of information and processes. The company manages risks and minimizes costs associated with complex litigation and compliance functions and has experience in eDiscovery, managed services, litigation support, and court reporting. To learn more about DTI’s global footprint, flexibility, capacity, and world-class project management, visit www.DTIGlobal.com.

About Epiq

Epiq is a leading global provider of integrated technology and services for the legal profession, including eDiscovery, managed services, bankruptcy, class action and mass tort administration, federal regulatory actions and data breach responses. Our innovative solutions are designed to streamline the administration of litigation, investigations, financial transactions, regulatory compliance and other legal matters. Epiq’s subject-matter experts bring clarity to complexity, create efficiency through expertise and deliver confidence to our clients around the world. For more information, visit us at www.epiqsystems.com.

DTI Contact

Jill Brown

+1 (713) 933-2905

JBrown@DTIGlobal.com

Epiq Contact

Catherine Ostheimer

Epiq Systems

+1 (212) 710-6962

Costheimer@epiqsystems.com