UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 28, 2011

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Amendment”) is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Epiq Systems, Inc. (“Epiq”) with the Securities and Exchange Commission on December 29, 2011 (the “December Form 8-K”) relating to the completion of the acquisition by Epiq Systems Holdings, LLC (“Purchaser”) of De Novo Legal LLC and its subsidiaries (“De Novo”).  This Amendment provides the audited historical financial statements of De Novo as required by Item 9.01(a) of Form 8-K and the unaudited pro forma financial information required by Item 9.01(b) of Form 8-K, which financial statements and information were omitted from the December Form 8-K as permitted by Form 8-K.  The information contained in this Amendment amends and supplements the information contained in Item 9.01 of the December Form 8-K.  Except as described above, all other information in and the exhibits to the December Form 8-K remain unchanged.

Epiq reported under Item 2.01 of the December Form 8-K that on December 28, 2011, it completed the acquisition of De Novo.  The acquisition was made pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated December 28, 2011, by and among Purchaser, De Novo, Epiq (for the limited purposes as set forth therein) and the Sellers, the Seller Guarantors and the Seller Representative each as defined in the Purchase Agreement.

Upon the closing of the Purchase Agreement, Purchaser paid approximately $67.9 million and an additional $5.0 million is being held by Epiq and deferred for 18 months following the closing as security for potential indemnification claims.  Net closing consideration will also include any post-closing adjustments as defined in the Purchase Agreement related to working capital and other adjustments.  In addition to the net closing consideration, the Sellers have the right to receive contingent earn-out payments of up to $33.6 million based on future operating revenue growth and the continued employment of certain of De Novo’s employees.  Contingent consideration payments to the Sellers under the earn-out opportunity, if any, will be based on operating revenue for calendar years 2012 and 2013 and the continued employment of certain of De Novo’s employees.

The total preliminary purchase price transferred to effect the acquisition of De Novo was as follows (in thousands):

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Item 9.01  Financial Statements and Exhibits.

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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.

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EXHIBIT INDEX

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