Form 8-K EPIQ SYSTEMS INC For: Feb 08

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February 10, 2016 9:09 AM EST

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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): February 8, 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)).

Section 5 – Corporate Governance and Management

Item 5.02

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

On February 9, 2016, the Board of Directors (the “Board”) of Epiq Systems, Inc. (the “Company”) increased its size by creating two new directorships and appointing Mr. Paul N. Gorup and Mr. Michael Suchsland as new independent directors to the Board, effective March 2, 2016, following the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2015, and its scheduled earnings conference call on March 1, 2016.

Mr. Gorup is a co-founder and former chief of innovation of Cerner Corporation, a leading provider of health information technologies. He played a critical role in the company’s formative years and in launching Cerner’s first widely available commercial solution. In 1987, Mr. Gorup left Cerner and co-founded Broadcast Data Systems (BDS), which grew to operate one of the largest global commercial electronic monitoring systems before it was acquired by Nielsen in 1998. He returned to Cerner in 1999 and launched the company into new markets with data services and later analytics solutions for life sciences, biosurveillance technology and medical devices. He holds an M.B.A. from Dartmouth College.

Mr. Suchsland is the retired president of the legal business segment of Thomson Reuters. Mr. Suchsland served in that capacity from 2012 to 2014. Prior to that, he was senior vice president, then president, of Thomson Reuters’ corporate/government/academic business. Mr. Suchsland founded Joplin Consulting in 2014, a boutique consulting firm serving private equity firms and companies in information, software, and services. He holds an M.B.A. with distinction from Northwestern University.

At the time of their appointments, Mr. Gorup’s and Mr. Suchsland’s Board committee assignments had not been determined. There are no related party transactions between the Company and each of Mr. Gorup and Mr. Suchsland that would require disclosure under Item 404(a) of Regulation S-K. The Board has determined that each of Mr. Gorup and Mr. Suchsland satisfies the requirements of independence under the NASDAQ listing standards and the additional requirements adopted by the Board pursuant to its Director Independence Policy and Corporate Governance Guidelines for service on the Board and committees of the Board. Mr. Gorup and Mr. Suchsland will be eligible to receive the standard outside director compensation package, as approved by the Compensation Committee of the Board on an annual basis and disclosed in the Company’s proxy statement.

Messrs. Gorup and Suchsland will serve as independent directors until the 2016 annual meeting of the shareholders of the Company (the “2016 Annual Meeting”), or until their respective successors are duly elected and qualified or until their earlier death, disqualification, resignation or removal.

On February 8, 2016, Mr. James A. Byrnes and Mr. Charles C. Connely, IV provided notice to the Company that they would not stand for re-election and will formally retire from the Board at the 2016 Annual Meeting and would no longer serve as independent directors of the Board and all committees on which they serve effective on the date and time immediately prior to the 2016 Annual Meeting. Mr. Byrnes has served on the Board since 2003, and Mr. Connely has served on the Board since 2012. The size of the Board will be reduced from eleven to nine directors in connection with such resignations.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

On February 10, 2016, the Company issued a press release announcing: (i) the appointments of Mr. Paul N. Gorup and Mr. Michael Suchsland as independent directors to the Board effective March 2, 2016; (ii) that Mr. James A. Byrnes and Mr. Charles C. Connely, IV will not stand for re-election and will formally retire from the Board at the 2016 Annual Meeting; and (iii) the appointment of Mr. Gaston as the successor Lead Independent Director to the Board, effective as of the 2016 Annual Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K:

99.1

Press release issued by Epiq Systems, Inc. dated February 10, 2016.

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: February 10, 2016

	By:	/s/ Tom W. Olofson
	Name:	Tom W. Olofson
	Title:	Chairman of the Board, Chief Executive Officer and Director

Exhibit 99.1

Epiq Names Cerner Co-Founder Paul N. Gorup and Former Thompson

Reuters Legal Business President Michael Suchsland to its Board

James A. Byrnes and Charles C. Connely, IV to Retire From the Board;

Douglas M. Gaston Named Lead Independent Director

Kansas City, Kan. Feb. 10, 2016 — Epiq Systems, Inc. (“Epiq”) (NASDAQ: EPIQ), a leading global provider of professional services and integrated technology solutions for the legal profession, today announced its Board of Directors (the “Board”) has appointed Paul N. Gorup and Michael Suchsland as independent directors effective March 2, 2016, following Epiq’s 2015 earnings release and Form 10-K filing on March 1. Messrs. Gorup and Suchsland will replace James A. Byrnes and Charles C. Connely, IV, who will retire from their roles as directors immediately prior to Epiq’s 2016 annual shareholder meeting.

Additionally, the Board selected Douglas M. Gaston to succeed W. Bryan Satterlee as lead independent director, effective as of Epiq’s 2016 annual meeting. Mr. Satterlee was appointed lead independent director in 2014. Mr. Gaston joined the Board as an independent director in August 2014 following his retirement as regional managing director for BKD, LLP, a national accounting and advisory firm where he was a partner for nearly 25 years.

Paul N. Gorup is a co-founder and former chief of innovation of Cerner Corporation, a leading provider of health information technologies. He played a critical role in the company’s formative years and in launching Cerner’s first widely available commercial solution. In 1987, Mr. Gorup left Cerner and co-founded Broadcast Data Systems (BDS), which grew to operate one of the largest global commercial electronic monitoring systems before it was acquired by Nielsen in 1998. He returned to Cerner in 1999 and launched the company into new markets with data services and later analytics solutions for life sciences, biosurveillance technology and medical devices. He holds an M.B.A. from Dartmouth College.

Michael Suchsland brings 25 years of experience in executive and senior advisor roles for legal and information services and software companies, including Thomson Reuters where he was president of its legal business segment from 2012 to 2014. Prior to that, he was senior vice president, then president, of Thomson Reuters’ corporate/government/academic business. He is currently a principal at Joplin Consulting, a firm he founded in 2014, which serves private equity firms and companies in information, software and services. Mr. Suchsland holds an M.B.A. with distinction from Northwestern University.

“Paul and Mike bring in-depth knowledge and experience in leading large, technology-oriented organizations that will make them important contributors to our Board,” said Tom W. Olofson, chairman and chief executive officer. “Paul is a technology pioneer and innovator, as well as the co-founder of a highly successful public company. Mike brings critical expertise in legal technology and strategic direction. We look forward to benefitting from their experience and knowledge.”

Mr. Olofson continued, “Paul’s and Mike’s appointments, along with naming Doug Gaston as our Board’s lead independent director, reflect our commitment to adding new independent voices and industry specific talent to our Board and our responsiveness to shareholder input on our corporate governance practices. Since joining the Board in 2014, Doug has made significant contributions to the company, and his values and executive management experience align perfectly with this important Board position. We also appreciate Bryan Satterlee’s service as our lead independent director and his continued service on the Board.”

“Finally, we are grateful to Jim and Chuck for their outstanding service to the Board and the company. Both have provided valuable insight and experience during the company’s steady growth as a public company, and we thank them for their many contributions.”

About Epiq Systems

Epiq (NASDAQ: EPIQ) is a leading global provider of integrated technology and services for the legal profession, including electronic discovery, bankruptcy, and class action and mass tort administration. 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.

Investor Contacts

Kelly Bailey

Epiq Systems

913-621-9500

[email protected]

David Collins/Chris Eddy

Catalyst Global

212-924-9800

[email protected]

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