| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
Epiq Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26882D109
(CUSIP Number)
Jason Carri
P2 Capital Partners, LLC
590 Madison Avenue
25th Floor
New York, NY 10022
(212) 508-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
September 16, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 26882D109 | 13D |
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| 4 | Source of Funds (See Instructions) | ||||||
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| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e) o | ||||||
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| 6 | Citizenship or Place of Organization | ||||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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| 13 | Percent of Class Represented by Amount in Row (11) | ||||||
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| 14 | Type of Reporting Person (See Instructions) | ||||||
CUSIP No. 26882D109 | 13D |
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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| 3 | SEC Use Only | ||||||
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| 4 | Source of Funds (See Instructions) | ||||||
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| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||
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| 6 | Citizenship or Place of Organization | ||||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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| 13 | Percent of Class Represented by Amount in Row (11) | ||||||
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| 14 | Type of Reporting Person (See Instructions) | ||||||
CUSIP No. 26882D109 | 13D |
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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| 3 | SEC Use Only | ||||||
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| 4 | Source of Funds (See Instructions) | ||||||
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| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||
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| 6 | Citizenship or Place of Organization | ||||||
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Number of | 7 | Sole Voting Power | ||||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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| 13 | Percent of Class Represented by Amount in Row (11) | ||||||
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| 14 | Type of Reporting Person (See Instructions) | ||||||
CUSIP No. 26882D109 | 13D |
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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| 4 | Source of Funds (See Instructions) | ||||||
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| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||
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| 6 | Citizenship or Place of Organization | ||||||
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Number of | 7 | Sole Voting Power | ||||||
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8 | Shared Voting Power | |||||||
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9 | Sole Dispositive Power | |||||||
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10 | Shared Dispositive Power | |||||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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| 13 | Percent of Class Represented by Amount in Row (11) | ||||||
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| 14 | Type of Reporting Person (See Instructions) | ||||||
CUSIP No. 26882D109 | 13D |
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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| 4 | Source of Funds (See Instructions) | ||||||
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| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||
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| 6 | Citizenship or Place of Organization | ||||||
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Number of | 7 | Sole Voting Power | ||||||
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9 | Sole Dispositive Power | |||||||
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10 | Shared Dispositive Power | |||||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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| 13 | Percent of Class Represented by Amount in Row (11) | ||||||
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| 14 | Type of Reporting Person (See Instructions) | ||||||
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Common Stock (the “Shares”) of Epiq Systems, Inc., a Missouri corporation (the “Issuer”). The Issuer’s principal executive offices are located at 501 Kansas Avenue, Kansas City, Kansas 66105.
Item 2. Identity and Background
This statement is being filed by and on behalf of the following persons: P2 Capital Partners, LLC (the “Manager”), a Delaware limited liability company, P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund IX, L.P., a Delaware limited partnership (“Master Fund IX” and, together with Master Fund I and Master Fund VI, the “Funds”), and Claus Moller, a citizen of Denmark (all the preceding persons are the “Reporting Persons”).
The address of the principal office of each of the above Reporting Persons is 590 Madison Avenue, 25th Floor, New York, NY 10022.
The Funds are principally involved in the business of investing in securities. The Manager is principally involved in the business of providing investment advisory and investment management services to the Funds and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Funds. Mr. Moller is the managing member of the Manager.
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchases of the Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
As of September 19, 2014, Master Fund I had invested $14,173,788 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $26,550,614 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund IX had invested $50,701,088 (excluding brokerage commissions) in the Shares of the Issuer.
Item 4. Purpose of Transaction
The Reporting Persons acquired their beneficial ownership of the Shares in order to obtain a significant equity position in the Issuer. If the Issuer and the Reporting Persons become interested in engaging in discussions relating to a take-private transaction, part of the Reporting Persons’ purpose in acquiring the Shares may be to obtain control of the Issuer.
Consistent with their investment purpose, the Reporting Persons have had or may in the future have discussions with management, members of the board of directors (the “Board”) and other shareholders and may make suggestions and give advice to the Issuer regarding measures and changes that would maximize shareholder value. Such discussions and advice may concern the Issuer’s operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that the Reporting Persons deem relevant to their investment in the Issuer.
In meetings with the Issuer’s Chairman and Chief Executive Officer on August 26, 2014 and September 2, 2014, and in letters to the Issuer, dated August 29, 2014 and September 9, 2014, the Reporting Persons proposed a transaction pursuant to which the Reporting Persons would acquire all of the Shares and take the Issuer private at a price of $20 per Share, or a higher price subject to due diligence (the “Transaction”). The Reporting Persons expressed their belief that the Shares of the Issuer are significantly undervalued and their desire to support the Issuer in achieving its long-term revenue growth and margin goals. The Reporting Persons indicated that they have discussed the Transaction with financing sources and are confident in their ability to finance the Transaction.
In a letter received by the Reporting Persons on September 16, 2014, the Board communicated that it believes the Reporting Persons’ proposal is inadequate from a financial point of view and not in the Issuer’s best interest. Accordingly, the Reporting Persons’ proposal is no longer outstanding. The Reporting Persons continue to believe that there is considerable potential value in the Issuer and have therefore purchased additional Shares on the open market, starting on September 16, 2014. If the Issuer expresses a bona fide interest in pursuing a take-private transaction in the future, the Reporting Persons may be willing to recommence discussions with the Issuer regarding such a transaction.
The Reporting Persons may at any time acquire additional Shares of the Issuer or dispose of any or all of their Shares in the open market or otherwise or engage in any hedging or similar transactions with respect to the Shares, depending upon their ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities and/or other investment considerations.
Except as otherwise set forth above in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on September 19, 2014, Master Fund I beneficially owned an aggregate of 1,047,399 Shares, representing approximately 2.9% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 1,947,991 Shares, representing approximately 5.4% of the outstanding Shares and Master Fund IX beneficially owned an aggregate of 3,103,698 Shares, representing approximately 8.6% of the outstanding Shares. As of the close of business on September 19, 2014, each of the Manager and Mr. Moller may be deemed to beneficially own 6,099,088 Shares of Common Stock, in the aggregate, which represented approximately 16.9% of the outstanding Shares. All percentages set forth in this paragraph are based on 35,999,992 Shares of Common Stock outstanding (as of July 18, 2014), which number of Shares of Common Stock is based upon the Issuer’s amended Report on Form 10-Q filed on August 15, 2014 for the quarter ended June 30, 2014.
Each of the Funds is the direct owner of the Shares reported owned by it. For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes. Master Fund I, Master Fund VI and Master Fund IX each disclaim beneficial ownership of the Shares held directly by the other.
(c) Except as set forth above or in Schedule I, no Reporting Person has effected any transaction in the Shares during the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, and Relationships with respect to Securities of the Issuer.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1: Joint Filing Agreement, dated September 22, 2014, among P2 Capital Master Fund I, L.P., P2 Capital Master Fund VI, L.P., P2 Capital Master Fund IX, L.P., P2 Capital Partners, LLC and Claus Moller.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 22, 2014
P2 CAPITAL MASTER FUND I, L.P. | P2 CAPITAL MASTER FUND VI, L.P. | |||||||
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| P2 Capital Partners, LLC, | By: | P2 Capital Partners, LLC, | ||||
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| By: | s/Claus Moller |
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| By: | s/Claus Moller | |
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| Name: Claus Moller |
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| Name: Claus Moller | |
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| Title: Managing Member |
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P2 CAPITAL MASTER FUND IX, L.P. |
| P2 CAPITAL PARTNERS, LLC | ||||||
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| P2 Capital Partners, LLC, |
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| By: | s/Claus Moller |
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| By: | s/Claus Moller | ||
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| Name: Claus Moller |
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| Name: Claus Moller | ||
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| Title: Managing Member |
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CLAUS MOLLER |
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INDEX TO EXHIBITS
Exhibit No. |
| Exhibit |
99.1 |
| Joint Filing Agreement, dated September 22, 2014, among P2 Capital Master Fund I, L.P., P2 Capital Master Fund VI, L.P., P2 Capital Master Fund IX, L.P., P2 Capital Partners, LLC and Claus Moller |