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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Epicor Software Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29426L108
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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1 |
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NAMES OF REPORTING PERSONS
Todd Martin Pickup |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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5,300,000 (1) |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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399,400 (2) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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5,300,000 (1) |
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WITH: |
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SHARED DISPOSITIVE POWER |
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399,400 (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,699,400 (3) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.0%(4) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Consists of (i) 100,000 shares owned directly by Todd Martin Pickup; and (ii) 5,200,000 shares owned directly by Vintage Trust II, over all of which shares Todd Martin Pickup has sole investment and voting power.
(2) Consists of 10,400 shares owned directly by Vintage Trust, 39,000 shares owned directly by Pickup Grandchildrens Trust, 325,000 shares owned directly by Plus Four Equity Partners, L.P., and 25,000 shares owned directly by Pickup Living Trust, over all of which shares Todd Martin Pickup shares investment and voting power.
(3) Consists of the sum of all shares referenced in footnotes (1) and (2) above.
(4) The percentages used herein and in the rest of this Amendment No. 2 to Schedule 13G are calculated based upon 63,362,038 shares of Common Stock outstanding as of November 1, 2010, as reported in the Company's quarterly report on Form 10-Q filed on November 8, 2010.
Page 2 of 7 Pages
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1 |
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NAMES OF REPORTING PERSONS
VINTAGE TRUST II |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Nevada |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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5,200,000 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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5,200,000 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,200,000 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.2% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
Page 3 of 7 Pages
This Amendment No. 2 to Schedule 13G amends the Schedule 13G originally filed with the
Securities and Exchange Commission (the SEC) on March 9, 2009, as amended by Amendment No. 1
thereto, filed with the SEC on February 12, 2010 (the Schedule 13G).
Item 2.
The description contained herein amends and restates in its entirety Item 2 in the Schedule
13G.
(a) |
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Name of Person Filing: |
This Amendment No. 2 to Schedule 13G is being jointly filed by Todd Martin Pickup and Vintage
Trust II (the Trust) with respect to the Common Stock of the Company (the Common Stock). Todd
Martin Pickup is the Trustee of the Trust, and may be deemed to be the beneficial owner of the
shares of the Common Stock owned by the Trust.
(b) |
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Address or principal business office or, if none, residence: |
The address of the principal business office of the Trust is 9505 Hillwood Drive, Suite 100,
Las Vegas, Nevada 89134. The address of the principal business office of Todd Martin Pickup is
2532 Dupont Drive, Irvine, California 92612.
The Trust is a trust organized under the laws of the State of Nevada. Todd Martin Pickup is a
U.S. citizen.
(d) |
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Title of Class of Securities: |
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Common Stock |
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(e) |
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CUSIP No.: |
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29426L108 |
Item 4. Ownership.
The description contained herein amends and restates in its entirety Item 4 in the Schedule
13G.
(a) Amount beneficially owned: 5,699,400
(b) Percent of class: 9.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 5,300,000
(ii) Shared power to vote or to direct the vote: 399,400
(iii) Sole power to dispose or to direct the disposition of: 5,300,000
(iv) Shared power to dispose or to direct the disposition of: 399,400
(a) Amount beneficially owned: 5,200,000
(b) Percent of class: 8.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 5,200,000
Page 4 of 7 Pages
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 5,200,000
(iv) Shared power to dispose or to direct the disposition of: 0
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
Page 5 of 7 Pages
SIGNATURES
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.
Dated: February 14, 2011
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/s/ Todd Martin Pickup
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TODD MARTIN PICKUP |
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VINTAGE TRUST II
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By: |
/s/ Todd Martin Pickup
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Todd Martin Pickup |
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Trustee |
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Page 6 of 7 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned acknowledge and agree that the foregoing statement on Amendment No. 2 to Schedule 13G
with respect to the Common Stock is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Amendment No. 2 to Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint acquisition statements.
Additionally, the undersigned acknowledge and agree to the inclusion of this Agreement as an
Exhibit to this Amendment No. 2 to Schedule 13G. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2011
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/s/ Todd Martin Pickup
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TODD MARTIN PICKUP |
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VINTAGE TRUST II
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By: |
/s/ Todd Martin Pickup
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Todd Martin Pickup |
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Trustee |
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Page 7 of 7 Pages