UNITED STATES 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
	October 17, 2014
	December 15, 2014
Date of Report (Date of earliest event reported)
EPICOR SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		333-178959		45‑1478440
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
804 Las Cimas Parkway Austin, Texas			78746
(Address of principal executive offices)			(Zip Code)
	(512) 328-2300
(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: oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) oSoliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) oPre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) oPre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Item 14.0102(a). ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~October~~December 1715, 2014, ~~Epicor~~the ~~Software~~Audit ~~Corporation~~Committee of the Board of Directors (“the "Audit Committee") of Epicor” orSoftware Corporation (the “"Company”") concluded, aafter ~~Delaware~~review ~~corporation,~~and ~~entered~~discussion ~~into~~with amanagement ~~Stock~~and ~~Purchase~~the ~~Agreement~~Company's ~~(the~~independent ~~“Agreement”)~~registered ~~with~~public ~~QuantiSense,~~accounting ~~Inc~~firm, aErnst ~~District~~& ofYoung, ~~Columbia~~LLP ~~corporation~~ (“~~QuantiSense~~EY”), that the ~~shareholders~~financial ofstatements ~~QuantiSense,~~contained ~~Inc~~in ~~(“Shareholders”)~~the ~~and~~Company's ~~Jeff~~Annual ~~Buck,~~Reports ason ~~representative~~Form of10-K for the ~~Shareholders~~fiscal ~~pursuant~~years toended ~~which~~on ~~Epicor~~September ~~will~~30, ~~purchase~~2013 ~~all~~and ofSeptember ~~the~~30, ~~outstanding~~2012, ~~shares~~and ofQuarterly ~~QuantiSense~~Reports (on Form 10-Q for the ~~“Acquisition”). Subject~~three tomonths ended December 31, 2013, the ~~terms~~three and ~~conditions~~six ~~set~~months ~~forth~~ended inMarch 31, 2014 and the ~~Agreement~~three and nine months ended June 30, ~~Epicor~~2014 ~~will~~should ~~pay~~no ~~approximately~~longer ~~$15.9~~be ~~million~~relied inupon ~~cash~~due to ~~shareholders~~the atcombined ~~closing,~~effect ~~subject~~of tofinancial ~~certain~~statement ~~adjustments~~errors ~~relating~~attributable to ~~net~~the ~~cash~~Company’s onfinancial ~~hand~~reporting ~~and~~for ~~working~~income ~~capital~~taxes atthat the ~~time~~Audit ofCommittee ~~closing~~believes are material. In ~~addition~~particular, ~~the~~material ~~Shareholders~~errors ~~may~~occurred ~~receive~~related ~~additional~~to ~~cash~~the ~~consideration~~reconciliation ~~pursuant~~of toincome antax ~~earn-out~~payable ~~based~~balances, onaccounting ~~QuantiSense's~~for ~~revenues~~uncertain intax ~~each~~positions ofand the ~~two~~impact ~~years~~of ~~following~~amending ~~the~~pre-acquisition ~~closing~~legacy ofEpicor ~~the~~Software ~~Acquisition. Pursuant~~Corporation totax ~~the~~returns ~~Agreement,~~for aour ~~portion~~post-acquisition ofperiods. These ~~the~~errors ~~amounts~~do ~~otherwise~~not ~~payable~~impact topreviously ~~the~~reported ~~Shareholders~~revenues, ~~wil~~pre-tax income or EBITDA.

lIn beconnection ~~placed~~with ~~into~~management’s ~~escrow~~assessment ~~following~~of the ~~closing~~effectiveness of the ~~Acquisition~~Company’s internal control over financial reporting as of September 30, 2014, management, in consultation with the Audit Committee, has identified a material weakness in the Company’s internal control over financial reporting for income taxes. Specifically, the Company determined that the Company’s processes, procedures and controls related to ~~secure~~financial reporting were not effective to ensure that amounts related to current taxes payable, certain ~~customary~~deferred ~~indemnification~~tax ~~obligations~~assets ofand liabilities, reserves for uncertain tax positions, the ~~Shareholders~~current and deferred income tax expense and related footnote disclosures were accurate. ~~The~~Management ~~transaction~~ is ~~expected~~continuing to ~~close~~assess the effect of the restatement on orthe ~~about~~Company's ~~October~~internal 31control over financial reporting and disclosure controls and procedures and expects to report its conclusions regarding the Company's internal control over income tax, financial reporting and the effectiveness of its disclosure controls and procedures in the 2014 Form 10-K.

~~QuantiSense~~The ~~has~~Company ~~made~~intends ~~certain~~to ~~customary~~file ~~representations,~~restated ~~warranties~~financial statements for fiscal 2012 and ~~covenants~~2013 in the ~~Agreement,~~Company's ~~including,~~Annual ~~among~~Report ~~others,~~on ~~representations~~Form ~~regarding~~10-K ~~liabilities,~~for ~~employee~~the ~~benefit~~year ~~matters~~ended September 30, ~~intellectual~~2014 ~~property~~(the ~~and~~"2014 ~~environmental~~Form ~~matters~~10-K"). The ~~Epicor~~2014 ~~has~~Form 10-K will also ~~made~~include ~~certain~~restatements ~~customary~~to ~~representations,~~the ~~warranties~~fiscal 2013 and ~~covenants~~2014 inquarterly ~~the~~financial ~~Agreement.~~statements ~~The~~previously ~~completion~~filed. In ofaddition, the ~~Acquisition~~Company isintends ~~subject~~ to ~~various~~restate ~~customary~~fiscal ~~closing~~2014 ~~conditions~~quarterly financial statements and data in its fiscal 2015 quarterly filings, ~~including~~as ~~obtaining~~necessary. Based on the ~~necessary~~information ~~third~~regarding ~~party~~prior ~~consents~~years ~~and~~that the ~~employment~~Company ofintends ~~certain~~to ~~designated~~include ~~employees.~~in ~~The~~its ~~Agreement~~2014 ~~contains~~Form ~~certain~~10-K, ~~termination~~the ~~rights~~Company ~~for~~does ~~both~~not ~~Epicor~~intend ~~and~~to ~~QuantiSense~~file amendments to its 2013 or 2012 Form 10-K’s.

~~The~~At ~~foregoing~~this ~~description~~time, of the ~~Agreement~~Company isexpects ~~qualified~~to incomplete its ~~entirety~~review byand ~~reference~~procedures toregarding the ~~full~~matters ~~text~~described ofabove ~~the~~and ~~Agreement,~~will ~~which~~file the ~~Company~~2014 ~~intends~~10-K tono ~~file~~later ~~with~~than its ~~annual~~filing ~~report~~deadline onof ~~Form~~December ~~10-K~~29, ~~for~~2014. However, there can be no assurance that the ~~fiscal~~process ~~year~~will ~~ended~~be ~~September~~completed 30at that time, ~~2014.~~or that no additional adjustments will be identified.

The Audit Committee of the Company has discussed the matters disclosed in this Form 8-K pursuant to this Item 94.~~01.~~02(a) ~~Financial~~with ~~Statements~~Ernst ~~and~~& ~~Exhibits~~Young, LLP.

~~(d)~~FORWARD-LOOKING ~~Exhibits.~~ STATEMENTS

~~Exhibit~~Certain statements made in this Form 8-K are forward-looking statements, including, without limitation, statements regarding the expected impact of the identified errors on the Company’s previously issued consolidated financial statements, the manner in which the Company will effect the restatements in its filings with the SEC and the anticipated timing of the filing with the SEC of the 2014 Form 10-K (collectively, the “SEC Filings”). In some cases, such forward-looking statements can be identified by terms such as “may,” “will,” “expect,” “plan,” “believe,” “estimate,” “predict” or the like. Such statements reflect the Company’s current intent, belief and expectations and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that may cause future results to differ materially from our current expectations include risks that the completion and filing of the SEC Filings will take longer than anticipated, and that prior to making the SEC Filings the Company will identify additional issues or considerations that relate to such filings, such as additional errors in the Company’s accounting practices that would require adjustments to the Company’s previously issued financial statements. Factors that may cause future results to differ materially from our current expectations also include those identified in our Annual Report on Form 10-K for the year ended September 30, 2013 and in our other filings with the SEC. There can be no assurance that the final impact of the restatement and the effect of the changes in our accounting practices will not differ materially from our expectations as described herein or that any other information set forth herein regarding the restatement will not change materially before we complete the filing of our restated consolidated financial statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Number Description

Ex- 99.1 Press Release dated October 20, 2014 announcing Agreement to Acquire QuantiSense

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: ~~October~~December 2316, 2014

By: /s/ John D. Ireland

John D. Ireland

Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit

Number Description

Ex.-99.1 Press Release dated October 20, 2014 announcing Agreement to Acquire Quantisense

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