0001104659-16-134949.txt : 20160728 0001104659-16-134949.hdr.sgml : 20160728 20160728144727 ACCESSION NUMBER: 0001104659-16-134949 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160728 DATE AS OF CHANGE: 20160728 GROUP MEMBERS: CLAUS MOLLER GROUP MEMBERS: P2 CAPITAL MASTER FUND I, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND IX, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND VI, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPIQ SYSTEMS INC CENTRAL INDEX KEY: 0001027207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 481056429 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52999 FILM NUMBER: 161789789 BUSINESS ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105-1309 BUSINESS PHONE: 9136219500 MAIL ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105-1309 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC PROCESSING INC DATE OF NAME CHANGE: 19961116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P2 Capital Partners, LLC CENTRAL INDEX KEY: 0001406313 IRS NUMBER: 202436330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 508-5500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a16-15656_1sc13da.htm SC 13D/A

 

 

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 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/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 Issuer’s 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 Issuer’s 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 Issuer’s 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


EX-99.1 2 a16-15656_1ex99d1.htm EX-99.1

Exhibit 99.1

 

ExecutionVersion

 

SUPPORT AGREEMENT

 

SUPPORT AGREEMENT (this “Agreement”), dated as of July 26, 2016 between Document Technologies, LLC, a Georgia limited liability company (“Parent”), and P2 Capital Master Fund I, L.P., P2 Capital Master Fund VI, L.P. and P2 Capital Master Fund IX, L.P, each a Delaware limited partnership (each, a “Stockholder”), and P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”).

 

WHEREAS, in connection with Parent and Purchaser entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with Epiq Systems, Inc., a Missouri corporation (the “Company”), Parent has requested the Stockholders and the Manager, and the Stockholders and the Manager have agreed, to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that the Stockholders beneficially own (the “Shares”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement as of the date hereof.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

ARTICLE 1

VOTING AGREEMENT

 

Section 1.01.  Voting Agreement.  Unless this Agreement shall have been terminated in accordance with its terms, (i) the Stockholders and the Manager hereby agree to vote all Shares that they are entitled to vote at the time of any vote to approve and adopt the Merger Agreement and the Merger at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement is submitted for the consideration and vote of the stockholders of the Company and (ii) the Stockholders and the Manager hereby agree that they will not vote any Shares in favor of and will vote against the approval of any Takeover Proposal.  Each Stockholder hereby revokes any and all previous proxies granted with respect to the Shares (except any that may have been granted to the Manager).

 

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE MANAGER

 

Each Stockholder and the Manager represent and warrant to Parent that:

 

Section 2.01.  Corporation Authorization.  The execution, delivery and performance by the Stockholders and the Manager of this Agreement and the

 

 



 

consummation by the Stockholders and the Manager of the transactions contemplated hereby are within the corporate powers of the Stockholders and the Manager, as applicable, and have been duly authorized by all necessary corporate action.  This Agreement constitutes a valid and binding Agreement of each Stockholder and the Manager, as applicable.

 

Section 2.02.  Non-Contravention.  The execution, delivery and performance by each Stockholder and the Manager of this agreement and the consummation by each Stockholder and the Manager of the transactions contemplated hereby do not and will not (i) violate the organizational documents of any Stockholder or the Manager, (ii) violate any Applicable Law, (iii) except as may be required by federal securities laws, require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which any Stockholder or the Manager is entitled under any provision of any agreement or other instrument binding on any Stockholder or the Manager or (iv) result in the imposition of any Lien on any of the Shares, in each case of (ii), (iii) and (iv), that would reasonably be expected to prevent the consummation by any Stockholder or the Manager of the transactions contemplated by this Agreement.

 

Section 2.03.  Ownership of Shares.  The Stockholders are the record and beneficial owner of the Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), except pursuant to applicable federal securities laws and with respect to the Manager.  None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares except with respect to the Manager.

 

Section 2.04.  Total Shares.  Except for the Shares set forth on the signature page hereto, as of the date hereof, the Stockholders do not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

 

Section 2.05.  Finder’s Fees.  No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of any Stockholder.

 

2



 

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PARENT

 

Parent represents and warrants to the Stockholders and the Manager:

 

Section 3.01.  Corporation Authorization.  The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action.  This Agreement constitutes a valid and binding agreement of Parent.

 

ARTICLE 4

COVENANTS OF THE STOCKHOLDERS AND THE MANAGER

 

After the date hereof, and unless and until this Agreement is terminated in accordance with its terms, each Stockholder and the Manager hereby covenant and agree that:

 

Section 4.01.  No Proxies for or Encumbrances on Shares.  Except pursuant to the terms of this Agreement, the Stockholders shall not, without the prior written consent of Parent, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any Contract, option or other arrangement with respect to the sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement.

 

Section 4.02.  Other Offers.  No Stockholder nor any of its Subsidiaries shall, and each Stockholder shall instruct its Representatives not to, (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any material non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise knowingly cooperate with any Third Party that is seeking to make, or has made, a Takeover Proposal; provided, however, that notwithstanding the foregoing, any Stockholder may, and may authorize and permit any of its Subsidiaries or Representatives to, take any actions to the extent the Company is permitted to take such actions under Section 5.2 (b) of the Merger Agreement (as in effect as of the date hereof).

 

Section 4.03.  Appraisal Rights.  For the duration of this Agreement, each Stockholder irrevocably waives and agrees not to exercise any rights (including

 

3



 

under Sections 351.447 and/or 351.455 of the General and Business Corporation Law of Missouri) to demand appraisal of any Shares which may arise with respect to the Merger or dissent from the Merger.

 

ARTICLE 5

MISCELLANEOUS

 

Section 5.01.  Further Assurances.  Each party hereto shall each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to consummate and make effective the transactions contemplated by this Agreement.

 

Section 5.02.  Amendments; Termination.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.  This Agreement shall terminate upon the earliest of (a) the termination of the Merger Agreement in accordance with its terms, (b) the date of any Company Adverse Recommendation Change and (c) without the prior written consent of the Stockholders or the Manager, the making of any change, by amendment, waiver, or other modification, by any party, to any provision of the Merger Agreement that reduces or changes the form of consideration payable pursuant to the Merger Agreement.  Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement.

 

Section 5.03.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

 

Section 5.04.  Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Missouri.

 

Section 5.05.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have

 

4



 

received counterparts hereof signed by all of the other parties hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

 

Section 5.06.  Severability.  If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

Section 5.07.  Capacity. Each Stockholder is signing this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not in any other capacity, and this Agreement shall not limit or otherwise affect the actions of any Stockholder or any Affiliate, employee, designee or Representative of such Stockholder or any of its Affiliates in any other capacity, including, if applicable, as an officer or director of the Company or any of its Subsidiaries.

 

Section 5.08.  Legal Counsel. The parties hereto acknowledge that Kirkland & Ellis LLP (“Kirkland”) has represented only the Company in connection with the negotiation and execution of the Merger Agreement and the ancillary agreements and transactions contemplated thereby, and that Kirkland has not undertaken to represent any other party in connection therewith.

 

Section 5.09.  No Agreement Until Executed.  Irrespective of negotiations among the parties of drafts of this Agreement, this Agreement shall not constitute or be deemed to be evidence of a Contract, agreement, arrangement or understanding between the parties hereto unless and until this Agreement and the Merger Agreement is executed by all parties hereto.

 

[Remainder of this page intentionally left blank]

 

5



 

IN WITNESS WHEREOF, the parties hereto have caused this Support Agreement to be duly executed as of the day and year first above written.

 

 

DOCUMENT TECHNOLOGIES, LLC

 

 

 

 

 

By:

/s/ John W. Davenport, Jr.

 

 

Name:

John W. Davenport, Jr.

 

 

Title:

President & Chief Executive Officer

 

[Support Agreement Signature Page]

 

6



 

 

P2 CAPITAL MASTER FUND I, L.P.

 

 

 

 

By:

P2 Capital Partners, LLC,

 

 

as Investment Manager

 

 

 

 

 

By:

/s/ Claus Moller

 

 

 

Name: Claus Moller

 

 

 

Title: Managing Member

 

 

 

 

 

P2 CAPITAL MASTER FUND VI, L.P.

 

 

 

 

By:

P2 Capital Partners, LLC,

 

 

as Investment Manager

 

 

 

 

 

By:

/s/ Claus Moller

 

 

 

Name: Claus Moller

 

 

 

Title: Managing Member

 

 

 

P2 CAPITAL MASTER FUND IX, L.P.

 

 

 

 

By:

P2 Capital Partners, LLC,

 

 

as Investment Manager

 

 

 

 

 

By:

/s/ Claus Moller

 

 

 

Name: Claus Moller

 

 

 

Title: Managing Member

 

 

 

P2 CAPITAL PARTNERS, LLC

 

 

 

 

 

 

 

By:

/s/ Claus Moller

 

 

Name: Claus Moller

 

 

Title: Managing Member

 

[Support Agreement Signature Page]

 



 

 

 

Number of

 

Holder

 

Shares

 

 

 

 

 

P2 Capital Master Fund I, L.P.

 

1,047,399

 

P2 Capital Master Fund VI, L.P.

 

1,947,991

 

P2 Capital Master Fund IX, L.P.

 

3,103,698

 

 

[Support Agreement Signature Page]