California-based enterprise business software solutions provider Epicor Software Corporation has appointed Richard Pickup and John Dillon to its Board of Directors. With the addition, Epicor’s Board expands to seven directors, six of whom are outside directors.
Mr Pickup is one of the stock holders of Epicor common stock. He has been active in the securities market for more than 50 years and has been involved with a number of different companies. He holds a Bachelor of Arts degree in economics and business from Whittier College.
Mr Dillon has 30 years of experience building successful technology companies. He began his career as a Systems Engineer for EDS (Electronic Data Systems) and then moved into a variety of sales management positions. During the past 15 years, Dillon has served as President and CEO for Hyperion Solutions and then as CEO for Salesforce.com.
In connection with the expansion of the company’s Board of Directors, Elliott Associates, L.P. has agreed to abide by certain standstill provisions through the earlier to occur of (i) February 24, 2010 and (ii) fifteen (15) days prior to the last date under the company’s bylaws that stockholders of Epicor may submit proposals or director nominations for the company’s 2010 annual meeting of stockholders.
Elliott Associates owns approximately 10.7% percent of Epicor’s outstanding shares of common stock and approximately $28 million principal amount of the company’s convertible senior notes due 2027.
In addition, and pursuant to the agreement, Elliott Associates shall be permitted to acquire in the aggregate of up to 14.99% of the company’s common stock and up to $100 million principal amount of Epicor’s convertible senior notes due 2027.
George Klaus, Chairman, President and CEO of Epicor, said: “We believe the agreement we have reached with Elliott Associates is in the best interest of the company and its stockholders and we look forward to executing on our strategic plan, which we believe will drive stockholder value.”
Jesse. Cohn, Portfolio Manager at Elliott Associates, said: “As a major shareholder interested in Epicor's long-term value, Elliott is pleased to have worked with the company to reach this agreement. With two shareholder-appointed representatives on its Board and a constructive dialogue in place between Epicor and its shareholders, we believe the focus is firmly on maximizing shareholder value.”
