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
December 19, 2006 (December 14, 2006)
Date of Report (Date of earliest event reported)
EPIQ SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Missouri |
| 0-22081 |
| 48-1056429 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
of incorporation) |
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| Identification Number) |
501 Kansas Avenue
Kansas City, Kansas 66105
(Address of principal executive offices)
(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):
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 1.01. Entry into a Material Definitive Agreement.
On November 15, 2005, EPIQ Systems, Inc. (the “Company”) entered into an Amended and Restated Credit and Security Agreement with the Lenders named therein, and KeyBank National Association, as lead arranger, sole book runner and administrative agent (the “Credit Agreement”). At inception, the credit facility consisted of a $100 million revolving credit facility and a $25 million term loan (subsequently reduced to a $15 million term loan). The amended credit facility is secured by liens on substantially all of the Company’s real and personal property and contains financial covenants related to EBITDA (earnings before interest, provision for income taxes, depreciation and amortization), total debt, senior debt, fixed charges and working capital.
On or about December 14, 2006, the Company, the Lenders (as defined in the Credit Agreement), and KeyBank National Association, executed a Fifth Amendment Agreement, effective as of December 14, 2006, which adjusted certain definitions and financial covenants, waived certain events of default related to the Company’s previously reported restatement of financial statements, and included other technical amendments to the Credit Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this report:
10.1 | Fifth Amendment Agreement dated as of December 14, 2006, among EPIQ Systems, Inc., the Lenders (as defined in the Credit Agreement), and KeyBank National Association. |
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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. | |||
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Date: December 19, 2006 |
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| By: | /s/ Tom W. Olofson | |
| Name: | Tom W. Olofson | |
| Title: | Chairman of the Board, Chief Executive Officer and Director | |
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