<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-20740
EPICOR SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0277592
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (949) 585-4000
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par
value $.001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting Common Stock held by
non-affiliates of the registrant was approximately $327,927,215 (computed using
the closing sales price of $8.72 per share of Common Stock on March 13, 2000 as
reported by the Nasdaq National Market). Shares of Common Stock held by each
officer and director and each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed affiliates.
The determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of shares of Common Stock outstanding as of March 13, 2000 was
41,455,036.
---------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on April 27, 2000, which Proxy Statement will be
filed no later than 120 days after the close of the registrant's fiscal year
ended December 31, 1999, are incorporated by reference in Part III of this
Annual Report on Form 10-K.
<PAGE> 2
Epicor Software Corporation (the "Company") is filing this Amendment on Form
10-K/A to correct two points, one in Part I, Item 8, Financial Statements and
Supplementary Data regarding Note 1 to the Consolidated Financial Statements and
one in Part IV, Item 14, Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
In Note 1 to the Company's Consolidated Financial Statements, under the heading
"Net Income (Loss) per Share" there was a typographical error for the line items
"Net Income (loss) per share - basic" and "Net Income (loss) per share -
diluted" for the year ended June 30, 1998. The Net Income (loss) per share -
basic was reported as ($.56) and the Net Income (loss) per share - diluted was
reported as ($.45) when such numbers should have been $.56 and $.45,
respectively. Set forth below is a corrected table for Net Income (Loss) Per
Share:
PART I
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The section entitled "Net Income (Loss) per Share" in Note 1 to the Consolidated
Financial Statements is hereby amended to read as follows:
"NET INCOME (LOSS) PER SHARE
Basic net income per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period.
Diluted net income (loss) per share is computed by dividing net income (loss) by
the weighted average number of shares of common stock and common stock
equivalents outstanding during the period. For the year ended December 31, 1999,
the six months ended December 31, 1998 and the year ended June 30, 1997,
employee stock options and preferred stock were not considered in calculating
diluted net loss per common share as their effect would be anti-dilutive. As a
result, during those periods the Company's basic and diluted net loss per common
share are the same.
The following table computes basic and diluted net income (loss) per share (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, December 31, Year Ended June 30,
------------ ---------------- ----------------------
1999 1998 1998 1997
------------ ---------------- -------- --------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) - numerator for basic
and diluted net income (loss) per share $(50,633) $ (2,056) $ 13,347 $ (4,408)
Denominator:
Denominator for basic net income (loss)
per share - weighted average shares 40,605 28,373 23,956 21,758
Effect of dilutive securities:
Employee stock options -- -- 1,942 --
Preferred stock -- -- 3,818 --
-------- -------- -------- --------
Dilutive potential common shares -- -- 5,760 --
-------- -------- -------- --------
Denominator for diluted net income (loss)
per share 40,605 28,373 29,716 21,758
======== ======== ======== ========
Net income (loss) per share - basic $ (1.25) $ (0.07) $ .56 $ (.20)
Net income (loss) per share - diluted $ (1.25) $ (0.07) $ .45 $ (.20)"
</TABLE>
All other parts of Item 8 remain unchanged.
2
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The Company also is filing as part of this Amendment Exhibit 3.3, Certificate of
Amendment to Second Restated Certificate of Incorporation and has reflected this
in the following Exhibit Index.
"(a) The following are filed as part of this Amendment to Report on
Form 10-K:
3. Exhibits
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description LOCATION
- ----------- ----------- --------
<S> <C> <C>
2.1 Agreement and Plan of Reorganization and Merger dated as of June (9)
27, 1997 among the Company, CSI Acquisition Corp., Clientele
Software, Inc., Dale E. Yocum, Pamela Yocum, William L. Mulert
(Schedules not included pursuant to Rule 601(b)(2) of Reg. S-K)
2.2 Agreement and Plan of Reorganization dated as of November 4, 1997 (11)
by and among the Company, FS Acquisition Corp., FocusSoft, Inc.,
John Lococo, Michael Zimmerman and Joseph Brumleve. (Schedules not
included pursuant to Rule 601(b)(2) of Reg. S-K)
2.3 Agreement and Plan of Reorganization by and among the Company, Zoo (14)
Acquisition Corp. and DataWorks Corporation, dated as of October
13, 1998, as amended as of October 30, 1998. (Schedules not
included pursuant to Rule 601(b)(2) of Reg. S-K)
3.1 Second Restated Certificate of Incorporation of the Company. (1)
3.2 Certificate of Amendment to Second Restated Certificate of (10)
Incorporation of the Company
3.3 Certificate of Amendment to Second Restated Certificate of
Incorporation (filed herewith)
3.4 Amended and Restated Bylaws of the Company, as currently in effect. (8)
3.6 Specimen Certificate of Common Stock. (2)
4.1 Certificate of Designation of Rights, Preferences and Privileges (4)
of Series A Junior Participating Preferred Stock
4.2 Certificate of Designation of Preferences of Series B Preferred (5)
Stock
4.3 Certificate of Designation of Preferences of Series C Preferred (6)
Stock
10.1* Platinum Software Corporation Incentive Stock Option, Nonqualified (2)
Stock Option and Restricted Stock Purchase Plan - 1990 (the "1990
Plan").
10.2* Form of Incentive Option Agreement pertaining to the 1990 Plan. (2)
10.3* Form of Nonqualified Stock Option Agreement pertaining to the 1990 (2)
Plan.
10.4* Form of Restricted Share Agreement pertaining to the 1990 Plan. (2)
10.5 Form of Indemnification Agreement for Officers and Directors of (2)
the Company.
10.6 Platinum Software Corporation Employee Stock Purchase Plan, as (2)
amended.
10.10* 1993 Nonqualified Stock Option Plan (3)
10.11* Form of Nonqualified Stock Option Agreement pertaining to the 1993 (3)
Nonqualified Stock Option Plan.
10.12* 1994 Incentive Stock Option, Non-qualified Stock Option and (5)
Restricted Stock Purchase Plan.
10.13* Form of Non-qualified Stock Option Agreement pertaining to the (5)
1994 Plan.
10.28 Stock Purchase Agreement dated September 22, 1994 between the (6)
Company and the Series B Preferred Stock Investors
10.29 Registration Rights Agreement dated September 22, 1994 between the (6)
Company and the Series B Preferred Stock Investors
10.30 Amendment to Stock Purchase Agreement dated May 26, 1995 between (6)
the Company and the Series C Preferred Stock Investors
10.31 Amendment to Registration Rights Agreement dated May 26, 1995 (6)
between the Company and the Series C Preferred Stock Investors
10.33* Employment Offer letter with L. George Klaus dated February 7, 1996. (7)
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
10.34* Restricted Stock Purchase Agreement between the Company and L. (7)
George Klaus dated as of February 7, 1996.
10.35* Employment Offer letter with William L. Pieser dated February 7, (7)
1996.
10.36* Restricted Stock Purchase Agreement between the Company and (7)
William L. Pieser dated as of February 7, 1996.
10.42* Employment Offer letter with Ken Lally dated as of April 1, 1996. (7)
10.43* Restricted Stock Purchase Agreement between the Company and Ken (7)
Lally dated as of April 10, 1996.
10.44* 1996 Nonqualified Stock Plan and Form of Nonqualified Option (12)
Agreement.
10.45 Platinum Software Corporation Clientele Incentive Stock Plan. (12)
10.47* 1997 Nonqualified Stock Option Plan (13)
10.48* Amended and Restated 1998 Nonqualified Stock Option Plan (15)
10.49 Software Distribution License Agreement with FRx Software (15)
Corporation, as amended to date
10.50* Executive Employment Agreement, effective as of October 13, 1998
between the Company and Stuart W. Clifton, as amended
10.51* Noncompetition Agreement, effective as of October 13, 1998 between (16)
the Company and Stuart W. Clifton
10.52* DataWorks 1995 Equity Incentive Plan, as amended ("Equity Plan") (17)
10.53* Forms of Incentive Stock Option and Nonstatutory Stock Option (17)
under the Equity Plan
10.54* DataWorks 1995 Non-Employee Directors Stock Option Plan, as (18)
amended
10.55* Sublease Agreement dated November 22, 1991 between DataWorks and (17)
Titan Corporation ("Sublease")
10.56 First Amendment to Sublease dated December 1, 1994 (17)
10.57 Lease Agreement dated January 16, 1997 between DataWorks and Whiop (19)
Real Estate Limited Partnership
10.58* 1995 Stock Option Plan, as amended of Interactive (the (20)
"Interactive Option Plan")
10.59 Form of Incentive Stock Option Plan under the Interactive Option (21)
Plan
10.60 Warrant to purchase common stock by DataWorks to Cruttenden Roth (21)
Incorporated
10.61 Lease between James S. Hekiman and William Finard, as Trustees of (21)
the Burlington Woods Office Trust No. 11 under a declaration of
trust dated September 10, 1980 and Interactive dated September 23,
1991
10.62* 1997 Nonstatutory Stock Plan of Interactive (22)
10.63 Single Tenant lease between ADI Research Partners, LP and (23)
DataWorks, dated as of August 14, 1998
10.64 1999 Merger Transition Stock Option Plan and Form of Nonstatutory (24)
Stock Option Agreement
10.65 Trademark License Agreement between the Company and Platinum (24)
Technology, Inc. dated as of January 14, 1999
10.66 Value Added Reseller Agreement with Ardent Software (24)
10.67* 1999 Nonstatutory Stock Option Plan (25)
10.68 Bracknell Lease Agreement dated May 19, 1999 (26)
10.69* Employment Offer Letter with Richard L. Roll dated November 16, 1999 (27)
10.70* Nonstatutory Stock Option Agreement with Richard L. Roll dated (27)
November 16, 1999
10.71* Nonstatutory Stock Option Agreement with Richard L. Roll dated (27)
November 16, 1999
21.1 Subsidiaries of the Company (27)
23.1 Consent of Ernst & Young LLP (27)
24.1 Power of Attorney (included on the signature page of this Annual (27)
Report on Form 10-K)
27.1 Financial Data Schedule (27)
</TABLE>
- ----------
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-57294.
4
<PAGE> 5
(2) Incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-51566.
(3) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1993.
(4) Incorporated by reference to the referenced exhibit to the Company's
Registration Statement on Form 8-A, dated April 14, 1994.
(5) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994.
(6) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1995.
(7) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(8) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996.
(9) Incorporated by reference to the referenced exhibit to the Company's
Current Report on Form 8-K dated June 30, 1997.
(10) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
(11) Incorporated by reference to the referenced exhibit to the Company's
Current Report on Form 8-K dated November 14, 1997.
(12) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1997.
(13) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, Reg. No. 333-41321.
(14) Incorporated by reference to the referenced exhibit to the Company's
Schedule 13D filed with the SEC on October 23, 1998, as amended.
(15) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1998.
(16) Incorporated by reference to Company's Registration Statement on Form
S-4, Reg. No. 333-67577.
(17) Incorporated by reference to the DataWorks Registration Statement on
Form S B-2 (No. 33-97022LA) or amendments thereto.
(18) Incorporated by reference to the referenced exhibit to the DataWorks
Annual Report on Form 10-K for its fiscal year ended December 31, 1997.
(19) Incorporated by reference to the referenced exhibit to the DataWorks
Annual Report on Form 10-K for its fiscal year ended December 31, 1996.
5
<PAGE> 6
(20) Incorporated by reference to the referenced exhibit to the Interactive
Group, Inc. Annual Report on Form 10-K for its fiscal year ended
December 31, 1996.
(21) Incorporated by reference to the Interactive Group, Inc. Registration
Statement on Form S-1 (Reg. No. 33-90816).
(22) Incorporated by reference to the referenced exhibit to the Interactive
Group, Inc. Registration Statement on Form S-8 (Reg. No. 333-30259).
(23) Incorporated by reference to the referenced exhibit to the Company's
Transition Report on Form 10-K for the six months ended December 31,
1998.
(24) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
(25) Incorporated by reference to the referenced exhibit to the Company's
Registration Statement on Form S-8, Registration No. 333-85105.
(26) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(27) Previously filed with the Company's Annual Report on Form 10-K for the
year ended December 31, 1999."
All other parts of Item 14 remain unchanged.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Irvine, State of California, on March 29, 2000.
EPICOR SOFTWARE CORPORATION
By: /s/ L. George Klaus
-------------------------------
L. George Klaus
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board and Chief
/s/ L. George Klaus Executive Officer (Principal
- --------------------------------- Executive Officer) March 29, 2000
L. George Klaus
Vice President and Chief Financial
/s/ Lee Kim* Officer (Principal Financial and
- --------------------------------- Accounting Officer) March 29, 2000
Lee Kim
/s/ L. John Doerr* Director March 29, 2000
- ---------------------------------
L. John Doerr
/s/ Arthur J. Marks* Director March 29, 2000
- ---------------------------------
Arthur J. Marks
/s/ Donald R. Dixon* Director March 29, 2000
- ---------------------------------
Donald R. Dixon
/s/ Thomas F. Kelly* Director March 29, 2000
- ---------------------------------
Thomas F. Kelly
*By: /s/ L. George Klaus
-----------------------------
L. George Klaus, Attorney-in-fact
</TABLE>
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description LOCATION
- ----------- ----------- --------
<S> <C> <C>
2.1 Agreement and Plan of Reorganization and Merger dated as of June (9)
27, 1997 among the Company, CSI Acquisition Corp., Clientele
Software, Inc., Dale E. Yocum, Pamela Yocum, William L. Mulert
(Schedules not included pursuant to Rule 601(b)(2) of Reg. S-K)
2.2 Agreement and Plan of Reorganization dated as of November 4, 1997 (11)
by and among the Company, FS Acquisition Corp., FocusSoft, Inc.,
John Lococo, Michael Zimmerman and Joseph Brumleve. (Schedules not
included pursuant to Rule 601(b)(2) of Reg. S-K)
2.3 Agreement and Plan of Reorganization by and among the Company, Zoo (14)
Acquisition Corp. and DataWorks Corporation, dated as of October
13, 1998, as amended as of October 30, 1998. (Schedules not
included pursuant to Rule 601(b)(2) of Reg. S-K)
3.1 Second Restated Certificate of Incorporation of the Company. (1)
3.2 Certificate of Amendment to Second Restated Certificate of (10)
Incorporation of the Company
3.3 Certificate of Amendment to Second Restated Certificate of
Incorporation (filed herewith)
3.4 Amended and Restated Bylaws of the Company, as currently in effect. (8)
3.6 Specimen Certificate of Common Stock. (2)
4.1 Certificate of Designation of Rights, Preferences and Privileges (4)
of Series A Junior Participating Preferred Stock
4.2 Certificate of Designation of Preferences of Series B Preferred (5)
Stock
4.3 Certificate of Designation of Preferences of Series C Preferred (6)
Stock
10.1* Platinum Software Corporation Incentive Stock Option, Nonqualified (2)
Stock Option and Restricted Stock Purchase Plan - 1990 (the "1990
Plan").
10.2* Form of Incentive Option Agreement pertaining to the 1990 Plan. (2)
10.3* Form of Nonqualified Stock Option Agreement pertaining to the 1990 (2)
Plan.
10.4* Form of Restricted Share Agreement pertaining to the 1990 Plan. (2)
10.5 Form of Indemnification Agreement for Officers and Directors of (2)
the Company.
10.6 Platinum Software Corporation Employee Stock Purchase Plan, as (2)
amended.
10.10* 1993 Nonqualified Stock Option Plan (3)
10.11* Form of Nonqualified Stock Option Agreement pertaining to the 1993 (3)
Nonqualified Stock Option Plan.
10.12* 1994 Incentive Stock Option, Non-qualified Stock Option and (5)
Restricted Stock Purchase Plan.
10.13* Form of Non-qualified Stock Option Agreement pertaining to the (5)
1994 Plan.
10.28 Stock Purchase Agreement dated September 22, 1994 between the (6)
Company and the Series B Preferred Stock Investors
10.29 Registration Rights Agreement dated September 22, 1994 between the (6)
Company and the Series B Preferred Stock Investors
10.30 Amendment to Stock Purchase Agreement dated May 26, 1995 between (6)
the Company and the Series C Preferred Stock Investors
10.31 Amendment to Registration Rights Agreement dated May 26, 1995 (6)
between the Company and the Series C Preferred Stock Investors
10.33* Employment Offer letter with L. George Klaus dated February 7, 1996. (7)
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
10.34* Restricted Stock Purchase Agreement between the Company and L. (7)
George Klaus dated as of February 7, 1996.
10.35* Employment Offer letter with William L. Pieser dated February 7, (7)
1996.
10.36* Restricted Stock Purchase Agreement between the Company and (7)
William L. Pieser dated as of February 7, 1996.
10.42* Employment Offer letter with Ken Lally dated as of April 1, 1996. (7)
10.43* Restricted Stock Purchase Agreement between the Company and Ken (7)
Lally dated as of April 10, 1996.
10.44* 1996 Nonqualified Stock Plan and Form of Nonqualified Option (12)
Agreement.
10.45 Platinum Software Corporation Clientele Incentive Stock Plan. (12)
10.47* 1997 Nonqualified Stock Option Plan (13)
10.48* Amended and Restated 1998 Nonqualified Stock Option Plan (15)
10.49 Software Distribution License Agreement with FRx Software (15)
Corporation, as amended to date
10.50* Executive Employment Agreement, effective as of October 13, 1998
between the Company and Stuart W. Clifton, as amended
10.51* Noncompetition Agreement, effective as of October 13, 1998 between (16)
the Company and Stuart W. Clifton
10.52* DataWorks 1995 Equity Incentive Plan, as amended ("Equity Plan") (17)
10.53* Forms of Incentive Stock Option and Nonstatutory Stock Option (17)
under the Equity Plan
10.54* DataWorks 1995 Non-Employee Directors Stock Option Plan, as (18)
amended
10.55* Sublease Agreement dated November 22, 1991 between DataWorks and (17)
Titan Corporation ("Sublease")
10.56 First Amendment to Sublease dated December 1, 1994 (17)
10.57 Lease Agreement dated January 16, 1997 between DataWorks and Whiop (19)
Real Estate Limited Partnership
10.58* 1995 Stock Option Plan, as amended of Interactive (the (20)
"Interactive Option Plan")
10.59 Form of Incentive Stock Option Plan under the Interactive Option (21)
Plan
10.60 Warrant to purchase common stock by DataWorks to Cruttenden Roth (21)
Incorporated
10.61 Lease between James S. Hekiman and William Finard, as Trustees of (21)
the Burlington Woods Office Trust No. 11 under a declaration of
trust dated September 10, 1980 and Interactive dated September 23,
1991
10.62* 1997 Nonstatutory Stock Plan of Interactive (22)
10.63 Single Tenant lease between ADI Research Partners, LP and (23)
DataWorks, dated as of August 14, 1998
10.64 1999 Merger Transition Stock Option Plan and Form of Nonstatutory (24)
Stock Option Agreement
10.65 Trademark License Agreement between the Company and Platinum (24)
Technology, Inc. dated as of January 14, 1999
10.66 Value Added Reseller Agreement with Ardent Software (24)
10.67* 1999 Nonstatutory Stock Option Plan (25)
10.68 Bracknell Lease Agreement dated May 19, 1999 (26)
10.69* Employment Offer Letter with Richard L. Roll dated November 16, 1999 (27)
10.70* Nonstatutory Stock Option Agreement with Richard L. Roll dated (27)
November 16, 1999
10.71* Nonstatutory Stock Option Agreement with Richard L. Roll dated (27)
November 16, 1999
21.1 Subsidiaries of the Company (27)
23.1 Consent of Ernst & Young LLP (27)
24.1 Power of Attorney (included on the signature page of this Annual (27)
Report on Form 10-K)
27.1 Financial Data Schedule (27)
</TABLE>
- ----------
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-57294.
<PAGE> 10
(2) Incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-51566.
(3) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1993.
(4) Incorporated by reference to the referenced exhibit to the Company's
Registration Statement on Form 8-A, dated April 14, 1994.
(5) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994.
(6) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1995.
(7) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(8) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996.
(9) Incorporated by reference to the referenced exhibit to the Company's
Current Report on Form 8-K dated June 30, 1997.
(10) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
(11) Incorporated by reference to the referenced exhibit to the Company's
Current Report on Form 8-K dated November 14, 1997.
(12) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1997.
(13) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, Reg. No. 333-41321.
(14) Incorporated by reference to the referenced exhibit to the Company's
Schedule 13D filed with the SEC on October 23, 1998, as amended.
(15) Incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1998.
(16) Incorporated by reference to Company's Registration Statement on Form
S-4, Reg. No. 333-67577.
(17) Incorporated by reference to the DataWorks Registration Statement on
Form S B-2 (No. 33-97022LA) or amendments thereto.
(18) Incorporated by reference to the referenced exhibit to the DataWorks
Annual Report on Form 10-K for its fiscal year ended December 31, 1997.
(19) Incorporated by reference to the referenced exhibit to the DataWorks
Annual Report on Form 10-K for its fiscal year ended December 31, 1996.
<PAGE> 11
(20) Incorporated by reference to the referenced exhibit to the Interactive
Group, Inc. Annual Report on Form 10-K for its fiscal year ended
December 31, 1996.
(21) Incorporated by reference to the Interactive Group, Inc. Registration
Statement on Form S-1 (Reg. No. 33-90816).
(22) Incorporated by reference to the referenced exhibit to the Interactive
Group, Inc. Registration Statement on Form S-8 (Reg. No. 333-30259).
(23) Incorporated by reference to the referenced exhibit to the Company's
Transition Report on Form 10-K for the six months ended December 31,
1998.
(24) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
(25) Incorporated by reference to the referenced exhibit to the Company's
Registration Statement on Form S-8, Registration No. 333-85105.
(26) Incorporated by reference to the referenced exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(27) Previously filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
PLATINUM SOFTWARE CORPORATION,
A DELAWARE CORPORATION
(Pursuant to Section 242 of the Delaware General Corporation Law)
PLATINUM SOFTWARE CORPORATION, a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation"),
does hereby certify:
FIRST: That at a duly held meeting of the Board of Directors of the
Corporation, the Board of Directors of the Corporation duly adopted resolutions
setting forth a proposed amendment to the Second Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directing that said amendment be submitted to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that Article One of the Corporation's Second
Restated Certificate of Incorporation be amended to read as follows:
"The name of the Corporation is Epicor Software Corporation."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of
Amendment to be signed by Perry Tarnofsky, its duly authorized Vice President
this 29th day of April, 1999.
Platinum Software Corporation,
a Delaware corporation
By:
-------------------------------------
Perry Tarnofsky
