EPICOR SOFTWARE CORP
8-K, 2000-01-07
PREPACKAGED SOFTWARE
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<PAGE>   1

                       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)       December 31, 1999
                                                  ------------------------------


                           EPICOR SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)


         Delaware                   0-20740                      33-0277592
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                 (I.R.S. Employer
      of incorporation)           File Number)               Identification No.)


        195 Technology Drive, Irvine, California                92618
- --------------------------------------------------------------------------------
        (Address of principal executive offices)              (Zip code)


Registrant's telephone number, including area code        (949) 585-4000
                                                    ----------------------------


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed, since last report)

<PAGE>   2

ITEM 5. OTHER EVENTS

         On December 31, 1999, Epicor Software Corporation announced preliminary
results for its fourth quarter of fiscal 1999, ending December 31, 1999, a new
operational plan and a workforce reduction of approximately 11% of its employees
and contractors worldwide.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      EXHIBITS.

         Exhibit Number

         Ex-99         Press Release dated December 31, 1999.


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<PAGE>   3

                                   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.



                                       EPICOR SOFTWARE CORPORATION


Date: January 7, 2000                  By    /s/ Perry Tarnofsky
                                         ---------------------------------------
                                             Perry Tarnofsky
                                             Vice President


                                       3
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                                  EXHIBIT INDEX

         The following exhibits are attached hereto and incorporated herein by
reference:

Exhibit Number                                              Sequentially
                                                            Numbered Page

    Ex.-99       Press Release dated December 31, 1999.           5


<PAGE>   1

                                                                      EXHIBIT 99


FOR IMMEDIATE RELEASE

Contact:          Valerie Brodie
                  Director, Investor Relations
                  949/585-4293
                  [email protected]


         EPICOR ANNOUNCES PRELIMINARY ESTIMATES OF FINANCIAL PERFORMANCE
        FOR THE FOURTH QUARTER OF 1999 AND NEW CORPORATE OPERATIONAL PLAN

         IRVINE, Calif., December 31, 1999 - Epicor Software Corporation
(NASDAQ: EPIC), today announced preliminary estimates of its operating results
for the fourth quarter ending December 31, 1999. The company expects to post a
loss for the quarter in the range of $0.24 to $0.29 per share, before charges
related to a reorganization of the company along strategic product lines,
write-downs related to the impairment of certain intangible assets and certain
other charges attributable to the reorganization. Including such write-downs and
charges, the company expects to post a loss of between $0.68 and $0.73 per
share.

         As previously disclosed, the company had anticipated that the quarter
would be difficult and the estimated results before write-offs and charges
confirm this. While the company believes software license revenue will be higher
in the fourth quarter than the prior quarter, the expected operating loss is
primarily due to Epicor's continued strategic investments in its sales force,
product development and marketing programs.

         The company is taking decisive actions to reduce non-essential
spending. In early January 2000, the company will carry out a workforce
reduction of approximately 11% of its employees and contractors worldwide. The
company also expects to reduce its facilities over the next few months to better
match the streamlined organization. In addition, the company will also write
down the value of certain intangible and other assets to recoverable values as a
result of the reorganization. The workforce and facilities reductions and the
write down of assets will result in a charge of approximately $18 million, or
$0.44 cents per share in the fourth quarter.



                                     -More-

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                              Epicor Announces Preliminary Estimates for Q4 1999
                                                                          Page 2


         Epicor also announced today a reorganized operating structure designed
to streamline the organization, reduce costs and expenses, and reallocate
resources to accelerate the growth potential of strategic investments in
Epicor's new eBusiness and eCRM applications. The new organizational structure
is intended to allow Epicor to more aggressively manage its expenses, improve
its operating efficiencies and continue to leverage its strategic investments in
integrated eBusiness applications to support the company's goals going-forward.

         "We have made significant investments in our new business model focused
on eBusiness, eCRM and integrated enterprise applications," said Rick Roll,
president and COO of Epicor. "The new business model will allow the company to
drive costs in line to meet shifting market demands for these eBusiness
applications. The new business model continues our customer-centric commitment
to the Avante, Platinum For Windows and Impresa product lines, which will be
divisionalized as business units with profit and loss responsibility. Most
importantly, this divisionalization is expected to improve the value proposition
to our customers through focused development, upgrades, integration and new
functionality based on our common application component products."

         Each product division, under a division general manager reporting to
Roll, will be responsible for the overall direction of product development,
marketing, services and support functions. The sales and general and
administrative functions will continue to be centralized to ensure continued
customer focus and to maintain strict operating controls and procedures.

         "This year, the company has weathered the combined impact of extremely
difficult market conditions primarily associated with purchases delayed by Y2K
concerns and the operational changes and consolidation following the merger
between the former Platinum Software and DataWorks," said George Klaus, chairman
and CEO of Epicor. "The critical actions taken to reallocate resources, realign
our sales force and prioritize our investment in an integrated eBusiness suite
reflect our confidence in the company's growth strategy and demonstrate our
commitment to customers, employees and shareholders to competitively position
the company as a market leader in the emerging Internet economy."

ABOUT EPICOR SOFTWARE CORPORATION

         Epicor, the company formed following the merger of Platinum Software
and DataWorks, is the largest enterprise software supplier focused exclusively
on the requirements of midmarket


                                     -More-

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                              Epicor Announces Preliminary Estimates for Q4 1999
                                                                          Page 3


companies. Epicor delivers business performance solutions that enable companies
to automate on their own terms and outperform their competition by capitalizing
on customer relationships, minimizing the risks and upheaval of conventional
enterprise resource planning (ERP) systems.

         Founded in 1984, Epicor is ranked among the industry's ten largest
enterprise business solutions providers by industry analysts, with more than
10,000 enterprise customers worldwide. Epicor is headquartered in Irvine,
California. More information about Epicor, its products and services is
available at www.epicor.com.

                                      # # #

Epicor is a trademark of Epicor Software Corporation. Platinum is a registered
trademark of PLATINUM technology International, Inc. The product and service
offerings depicted in this document are produced by Epicor Software Corporation.

The information in this press release regarding financial results for the
company's fourth quarter, including expected one time charges and software
license estimates for the fourth quarter, are forward-looking and preliminary in
nature. These statements reflect Epicor's current beliefs and are based on
information currently available to Epicor. Actual results may differ materially
as a result of a number of factors, including but not limited to the failure of
contracts to meet revenue recognition rules, and other adjustments that may
arise as results are finalized. For a more detailed discussion of the risks that
affect the Company's operating results, please refer to Company's Quarterly
Report on Form 10-Q for the period ending September 30 at pages 14-19. The
Company undertakes no obligation to update or revise these forward-looking
statements.



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