Filing Details

Accession Number:
0001104659-16-134949
Form Type:
13D Filing
Publication Date:
2016-07-28 14:47:27
Filed By:
P2 Capital Partners
Company:
Epiq Systems Inc (NASDAQ:EPIQ)
Filing Date:
2016-07-28
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
P 0 6,099,088 0 6,099,088 6,099,088 16.1%
P 0 1,047,399 0 1,047,399 1,047,399 2.8%
P 0 1,947,991 0 1,947,991 1,947,991 5.1%
P 0 3,103,698 0 3,103,698 3,103,698 8.2%
Claus Moller 0 6,099,088 0 6,099,088 6,099,088 16.1%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

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)

 

July 26, 2016

(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 persons 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/A

 

 

1

Name of Reporting Person
P2 Capital Partners, LLC

 

I.R.S. Identification No. of Above Person (Entities Only).

20-2436330

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,099,088

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,099,088

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,099,088

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.1%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2


 

 

CUSIP No. 26882D109

13D/A

 

 

1

Name of Reporting Person.
P2 Capital Master Fund I, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

98-0515452

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,047,399

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,047,399

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,399

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 26882D109

13D/A

 

 

1

Name of Reporting Person.
P2 Capital Master Fund VI, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

27-2915390

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,947,991

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,947,991

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,947,991

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.1%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 26882D109

13D/A

 

 

1

Name of Reporting Person.
P2 Capital Master Fund IX, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

80-0938575

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,103,698

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,103,698

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,103,698

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.2%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No. 26882D109

13D/A

 

 

1

Name of Reporting Person.
Claus Moller

 

I.R.S. Identification No. of Above Person (Entities Only).

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Denmark

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,099,088

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,099,088

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,099,088

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.1%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6


 

Item 1.  Security and Issuer.

 

This Amendment No. 2 (the Amendment) amends and supplements the Schedule 13D (the Schedule 13D) filed September 22, 2014 (as amended by Amendment No. 1 thereto, filed July 13, 2015), by and on behalf of 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).  Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

The second paragraph of Item 3 is hereby amended and replaced by the following:

 

As of July 27, 2016, 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 fifth paragraph of Item 4 is hereby supplemented by adding the following to the end thereof:

 

The standstill period expired on February 15, 2016 but the confidentiality agreement remains in effect.

 

The Reporting Persons have entered into a Support Agreement, dated July 26, 2016 (the Support Agreement) with Document Technologies, LLC (the Parent) in connection with a merger (the Merger) contemplated by the Agreement and Plan of Merger, dated the same date (the Merger Agreement) among the Parent, DTI Merger Sub, Inc. and the Issuer.

 

Pursuant to the Support Agreement, the Reporting Persons have agreed (1) to vote all of their Shares to approve and adopt the Merger Agreement and the Merger at any meeting of the stockholders of the Issuer, and at any adjournment thereof, at which such Merger Agreement is submitted for a vote of such stockholders; and (2) to vote against the approval of any Takeover Proposal (as defined in the Merger Agreement).

 

7


 

The foregoing summaries and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference to (1) the Support Agreement, a copy of which is attached as Exhibit 99.1 to this Amendment, and (2) the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Issuers Form 8-K filed with the Securities and Exchange Commission on July 27, 2016.

 

The final paragraph of Item 4 is hereby amended and replaced by the following:

 

Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this Amendment, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may at any time review or reconsider their respective positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters.  There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.

 

Item 5.  Interest in Securities of Issuer.

 

The first paragraph of Item 5 is hereby amended and replaced by the following:

 

(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 July 27, 2016, Master Fund I beneficially owned an aggregate of 1,047,399 Shares, representing approximately 2.8% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 1,947,991 Shares, representing approximately 5.1% of the outstanding Shares and Master Fund IX beneficially owned an aggregate of 3,103,698 Shares, representing approximately 8.2% of the outstanding Shares.  As of the close of business on July 27, 2016, 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 16.1% of the outstanding Shares.  All percentages set forth in this paragraph are based on 37,921,079 Shares of Common Stock outstanding (as of April 22, 2016), which number of Shares of Common Stock is based upon the Issuers Report on Form 10-Q filed on May 3, 2016, for the quarter ended March 31, 2016.

 

Item 6.  Contracts, Arrangements, Understandings, and Relationships with respect to Securities of the Issuer.

 

Except with respect to the agreements described in this Amendment and the contracts, arrangements, understandings or relationships referred to in such agreements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to the Shares.  The information set forth in Item 4 above is incorporated by reference in its entirety into this Item 6.

 

8


 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit 99.1:  Support Agreement, dated July 26, 2016, among the Parent, 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.

 

9


 

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: July 28, 2016

 

 

P2 CAPITAL MASTER FUND I, L.P.

P2 CAPITAL MASTER FUND VI, L.P.

 

 

 

 

By:

P2 Capital Partners, LLC,

By:

P2 Capital Partners, LLC,

 

as Investment Manager

 

as Investment Manager

 

 

 

 

 

 

 

 

 

By:

s/Claus Moller

 

 

By:

s/Claus Moller

 

 

Name: Claus Moller

 

 

 

Name: Claus Moller

 

 

Title: Managing Member

 

 

 

Title: Managing Member

 

 

 

 

 

 

P2 CAPITAL MASTER FUND IX, L.P.

 

P2 CAPITAL PARTNERS, LLC

 

 

 

 

 

 

By:

P2 Capital Partners, LLC,

 

 

 

as Investment Manager

 

 

 

 

 

 

 

 

 

By:

s/Claus Moller

 

 

By:

s/Claus Moller

 

 

Name: Claus Moller

 

 

 

Name: Claus Moller

 

 

Title: Managing Member

 

 

 

Title: Managing Member

 

 

 

 

 

 

CLAUS MOLLER

 

 

 

 

 

 

 

 

 

s/Claus Moller

 

 

 

 

10


 

INDEX TO EXHIBITS

 

Exhibit No.

 

Exhibit

99.1

 

Support Agreement, dated July 26, 2016, among the Parent, 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

 

11


 

Schedule I

 

TRANSACTIONS IN THE PAST SIXTY DAYS BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuers Common Stock effected during the past sixty (60) days by any of the Reporting Persons.

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund I

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

None

 

None

 

None

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VI

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

None

 

None

 

None

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund IX

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

None

 

None

 

None

 

12