1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-20740
EPICOR SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0277592
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (949) 585-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001 per
share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting Common Stock held by
non-affiliates of the registrant was approximately $55,273,635 (computed using
the closing sales price of $1.63 per share of Common Stock on March 13, 2000 as
reported by the Nasdaq National Market). Shares of Common Stock held by each
officer and director and each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed affiliates.
The determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of shares of Common Stock outstanding as
of March 13, 2001 was 41,876,497.
---------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on May 15, 2001, which Proxy Statement will be filed
no later than 120 days after the close of the registrant's fiscal year ended
December 31, 2000, are incorporated by reference in Part III of this Annual
Report on Form 10-K.
1
2
Epicor Software Corporation (the "Company") is filing this Amendment on Form
10-K/A to amend and correct the date of its 2001 annual meeting from the May 8,
2001 date noted in the Company's Form 10K for the fiscal year ending December
31, 2000 to the correct date of May 15, 2001. The incorrect May 8, 2001 date
appears in five locations in the Company's Form 10K, specifically on page 1,
Documents Incorporated by Reference, and Part III, Item 10 "Directors and
Executive Officers of the Registrant," Item 11 "Executive Compensation," Item 12
"Security Ownership of Certain Beneficial Owners and Management," and Item 13
"Certain Relationships and Related Transactions."
PAGE 1
DOCUMENTS INCORPORATED BY REFERENCE
This section is hereby amended to read as follows:
"Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on May 15, 2001, which Proxy Statement will be filed
no later than 120 days after the close of the registrant's fiscal year ended
December 31, 2000, are incorporated by reference in Part III of this Annual
Report on Form 10-K."
All other parts of Page 1 remain unchanged.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This section is hereby amended to read as follows:
"The information required hereunder is incorporated by reference from
the sections of the Company's Proxy Statement filed in connection with its May
15, 2001 Annual Meeting of Stockholders entitled "Nominees" and "Other Executive
Officers."
ITEM 11. EXECUTIVE COMPENSATION
This section is hereby amended to read as follows:
"The information required hereunder is incorporated by reference from
the sections of the Company's Proxy Statement filed in connection with its May
15, 2001 Annual Meeting of Stockholders entitled "Executive Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This section is hereby amended to read as follows:
"The information required here under is incorporated by reference from
the sections of the Company's Proxy Statement filed in connection with its May
15, 2001 Annual Meeting of Stockholders entitled "Principle Shareholders."
2
3
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This section is hereby amended to read as follows:
"The information required hereunder is incorporated by reference from
the sections of the Company's Proxy Statement filed in connection with its May
15, 2001 Annual Meeting of Stockholders entitled "Executive Compensation."
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Irvine, State of California, on April 5, 2001.
EPICOR SOFTWARE CORPORATION
By: /s/ L. George Klaus
----------------------------------
L. George Klaus
Chairman of the Board and
Chief Executive Officer
3