This excerpt taken from the EPIC 8-K filed Apr 22, 2008.
This Current Report on Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by Epicor Software Corporation on February 13, 2008, to provide the financial statements required pursuant to Item 9.01(a) and (b) of Form 8-K.
As previously reported in a Current Report on Form 8-K filed with the SEC on February 13, 2008, on February 7, 2008, Epicor Software Corporation, a Delaware corporation (Epicor), through its wholly owned subsidiary, Epicor Retail Solutions, Inc., a corporation incorporated under the laws of the Province of New Brunswick, completed its acquisition of NSB Retail Systems PLC (NSB), a company listed on the Main Market of the London Stock Exchange. On December 17, 2007, Epicor announced that it reached an agreement with NSB on the terms of the recommended acquisition of NSB by Epicor pursuant to a scheme of arrangement under section 425 of the United Kingdom Companies Act 1985 whereby shareholders of NSB will receive 38 pence in cash per NSB ordinary share (the Scheme). In connection with the Scheme, Epicor and NSB entered into an Implementation Agreement on December 17, 2007, which governed their relationship until February 7, 2008, when the Scheme became effective.
The consideration payable under the Scheme is being funded by Epicor with approximately $161,000,000 in existing cash balances, with the balance of the consideration being funded by drawing from Epicors credit facility. The terms of the transaction value the fully diluted share capital of NSB at approximately £160 million (approximately $312 million USD, based on the US$:£ exchange rate on February 7, 2008).
This excerpt taken from the EPIC 10-K filed Apr 14, 2006.
This Annual Report on Form 10-K/A (Form 10-K/A) is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which was filed with the Securities and Exchange Commission (SEC) on March 31, 2006 (the Original Filing). We are filing this Amendment No. 1 to include Note 14 in the Notes to the Consolidated Financial Statements, which was inadvertently excluded from the Original Filing. We are therefore amending and restating Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in its entirety in this Amendment No. 1 to include Note 14 to the Notes to the Consolidated Financial Statements. Other than including Note 14 to the Notes to the Consolidated Financial Statements, there have been no other changes to the Original Filing.
To the Board of Directors and Stockholders of
Epicor Software Corporation
We have audited the accompanying consolidated balance sheets of Epicor Software Corporation and subsidiaries (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of operations, comprehensive income, stockholders equity and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Epicor Software Corporation and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 16, the accompanying consolidated balance sheet as of December 31, 2004 and the related consolidated statements of operations, comprehensive income, stockholders equity and cash flows for each of the two years in the period December 31, 2004 have been restated.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2006 expressed an unqualified opinion on managements assessment of the effectiveness of the Companys internal control over financial reporting and an adverse opinion on the effectiveness of the Companys internal control over financial reporting because of a material weakness.
/s/ Deloitte & Touche LLP
Costa Mesa, California
March 31, 2006
This excerpt taken from the EPIC 8-K filed Feb 21, 2006.
This Current Report on Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by Epicor Software Corporation on December 12, 2005 to provide the financial statements required pursuant to Item 9.01(a) and (b) of Form 8-K.
As previously reported in a Current Report on Form 8-K filed with the SEC on December 12, 2005, on December 6, 2005, Epicor Software Corporation, a Delaware corporation (Epicor) entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with Cougar Acquisition Corporation, a Utah corporation and a wholly owned subsidiary of Epicor (Cougar), CRS Retail Technology Group, Inc., a Utah corporation (CRS), the principal stockholders of CRS and certain other parties, pursuant to which Cougar, Epicors wholly owned subsidiary, acquired approximately 96 percent of the capital stock of CRS.
Pursuant to the Stock Purchase Agreement, each share of CRS capital stock owned by Accel-KKR Company, LLC, a Delaware limited liability company, Kathy Frommer, Donald Frommer, Jeanne Jackson, Kevin Swanwick, Brian Blauvelt, E-Net Two, LLC, a Utah limited liability company, and EsNet, Ltd., a Utah limited partnership (the Principal Stockholders) was purchased by Cougar (the Stock Purchase).
Pursuant to the Stock Purchase Agreement, following the Stock Purchase on December 6, 2005, Epicor acquired the remaining 4 percent of the outstanding capital stock of CRS by merging Cougar with and into CRS, with CRS being the surviving corporation and wholly owned subsidiary of Epicor (the Merger). The Merger was governed by terms and conditions set forth in articles of merger by and among Epicor, Cougar, and CRS (the Articles of Merger). The Merger became effective as of December 20, 2005 with the filing of the Articles of Merger with the Secretary of State of the State of Utah.
Epicor paid a total of $121 million in cash (excluding transaction costs of approximately $2.25 million) for the stock purchased from the Principal Stockholders, the 4 percent of CRS capital stock purchased from the minority stockholders of CRS in connection with Merger, and the capital stock of CRS issuable pursuant to vested stock options held by employees of CRS as of the effective time of the Merger.
(a) Financial Statements of Business Acquired.
(A) The Unaudited Consolidated Financial Statements of CRS including CRSs unaudited Consolidated Balance Sheet as of September 30, 2005; the unaudited Consolidated Statements of Operations for the nine months ended September 30, 2005 and 2004; and the Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004 are set forth in Exhibit 99.1 and incorporated herein by reference, and (B) the 2004 and 2003 Audited Consolidated Financial Statements of CRS and subsidiaries, including the Consolidated Balance Sheets of CRS and subsidiaries as of December 31, 2004 and 2003; the Consolidated Statements of Operations for the years ended December 31, 2004 and 2003; the Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2004 and 2003; and the Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003, are set forth in Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Financial Statements (the Pro Forma Financial Statements) and explanatory notes set forth in Exhibit 99.3 and incorporated by reference herein give effect to the December 6, 2005 acquisition of CRS by Epicor. The Unaudited Pro Forma Condensed Combined Statement of Operations (the Pro Forma Statement of Operations) for the year ended December 31, 2004 and the nine months ended September 30, 2005 give effect to the acquisition of CRS by Epicor as if it had occurred on January 1, 2004 and 2005, respectively. The Unaudited Pro Forma Condensed Combined Balance Sheet (the Pro Forma Balance Sheet) as of September 30, 2005 gives effect to the acquisition as if it took place on that date.
The Pro Forma Financial Statements do not reflect any cost savings or other synergies that might result from the transaction. They are provided for illustrative purposes only and are not necessarily indicative of the combined financial
position or results of operation for future periods or the financial position or results that actually would have been realized had the acquisition occurred during the specified periods.
On June 18, 2004, Epicor acquired Scala Business Solutions N.V. (Scala). The effect of this acquisition is included in the Pro Forma Statement of Operations for the year ended December 31, 2004 using the purchase method of accounting, assuming the acquisition of Scala had occurred on January 1, 2004. For the year ended December 31, 2004, the historical Epicor results shown include Scala from the date of acquisition, June 18, 2004 and the Scala historical results are for the period January 1, 2004 through June 18, 2004.
On January 31, 2006 the Company filed a Current Report on Form 8-K with the SEC which included the Companys preliminary results of operations for the year ended December 31, 2005. As disclosed in the January 31, 2006 Form 8-K, the Company is in the process of reviewing its current policies with respect to determining VSOE of fair value for elements of its software licensing arrangements, principally maintenance, and more specifically, the resulting recognition and allocation of revenues derived from certain software license and maintenance agreements. The Company, including its Audit Committee, are reassessing whether the application of certain accounting guidance contained in the American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition, and Statement of Position 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect To Certain Transactions, with respect to determining VSOE of fair value and the allocation and recognition of revenue between software license and maintenance agreements may result in different classifications of revenue between those elements than previously reported by the Company. The Company has not yet completed this reassessment and as of the date hereof the Companys analysis of this issue is ongoing. Subject to the final outcome of the review, such change in allocations could result in a restatement of the Companys financial results for 2005 and prior periods, including quarterly periods, and including such periods included in these Pro Forma Financial Statements. Such restatement, if necessary, is expected to be limited to a reallocation of revenues between license fees and maintenance and an adjustment to the timing of the recognition of those revenues during the same or subsequent periods.