UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 9, 2010~~

April 4, 2011

EPICOR SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0000-20740	33-0277592
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

18200 Von Karman Avenue, Suite 1000, Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

18200 Von Karman Avenue, Suite 1000

~~Registrant’s telephone number~~Irvine, ~~including~~California ~~area code (949) 585~~92612-~~4000~~ 1023

~~N/A~~(Address of Principal Executive Offices, including Zip Code)

(~~Former name or former address, if changed since last report.~~949) 585-4000

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode) ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

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):

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

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

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

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

Item 2 1.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February~~April 94, 2011, Epicor Software Corporation (“Epicor” or the “Company”), ~~issued~~a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eagle Parent, Inc. (“Parent”) and Element Merger Sub, Inc. (“Merger Sub”), a ~~press~~wholly-owned ~~release~~subsidiary ~~regarding~~of Parent. Pursuant to the ~~preliminary~~Merger ~~financial~~Agreement, ~~results~~Merger ~~for~~Sub ~~its~~will ~~fourth~~commence ~~quarter~~a tender offer (the “Tender Offer”) to acquire all of ~~Fiscal~~Epicor’s ~~2010~~outstanding ~~and~~shares of common stock (the “Shares”) for ~~its~~$12.50 ~~entire~~per share (net of withholding taxes) to the seller in cash, without interest (the “Offer ~~Fiscal~~Price”). ~~2010~~The Merger Agreement also provides that (i) following completion of the Tender Offer, ~~both~~Merger ~~ending~~Sub ~~December 31~~will be merged with and into Epicor (the “Merger”), ~~2010.~~with AEpicor ~~copy~~surviving the merger as a wholly-owned subsidiary of Parent and (ii) in the ~~press~~event ~~release~~the isTender ~~being~~Offer ~~furnished~~fails to be consummated, the Merger may still be consummated as ~~Exhibit~~further 99set forth below.1 toAt ~~this~~the ~~Current~~effective ~~Report~~time of the Merger, all remaining outstanding Shares not tendered in the Tender Offer (other than Shares owned by Parent, Merger Sub, Epicor and its subsidiaries, and certain of Epicor’s stockholders, officers and directors as set forth in the Support Agreements described below) will be acquired for cash at the Offer Price and on ~~Form~~the ~~8-K~~terms and conditions set forth in the Merger Agreement.

~~Additionally,~~This atsummary 2of pmthe ~~Pacific~~principal ~~Time~~terms onof ~~February 9,~~the ~~2011,~~Merger ~~the~~Agreement ~~Company~~and ~~held~~the acopy ~~conference~~of ~~call~~the ~~and~~Merger Agreement ~~simultaneous~~filed ~~webcast~~as inan ~~which~~exhibit L.to ~~George~~this ~~Klaus,~~Form ~~the~~8-K ~~Company’s~~are ~~Chairman,~~intended ~~Chief~~to ~~Executive~~provide ~~Officer~~information ~~and President,~~regarding ~~and~~the ~~Michael~~terms ~~Pietrini,~~of the ~~Company’s~~Merger ~~Chief~~Agreement ~~Financial~~and ~~Officer~~are ~~and~~not ~~Executive~~intended ~~Vice-President–Finance~~to ~~and~~modify ~~Administration~~or ~~made~~supplement aany ~~presentation~~factual ~~regarding~~disclosures ~~the~~about ~~Company’s~~Epicor ~~financial~~in ~~results~~its ~~for~~public reports filed with the Securities ~~Company’s~~and ~~for~~Exchange ~~its~~Commission ~~fourth~~(“SEC”). ~~quarter of~~In ~~Fiscal~~particular, ~~2010~~the ~~and~~Merger ~~for~~Agreement ~~its~~and ~~entire~~related ~~Fiscal~~summary ~~2010,~~are ~~both~~not ~~ending~~intended ~~December 31~~to be, ~~2010.~~and Ashould ~~copy~~not ofbe ~~the~~relied ~~transcript~~upon ofas, ~~the~~disclosures ~~conference~~regarding ~~call~~any isfacts ~~furnished~~and ~~hereto~~circumstances asrelating ~~Exhibit~~to 99Epicor.2.

InThe ~~accordance~~Merger ~~with~~Agreement ~~General~~provides ~~Instruction~~that ~~B.2~~Parent ofwill ~~Form~~cause ~~8-K~~Merger Sub to commence, ~~the~~and ~~information~~Merger inSub ~~this~~will ~~Current~~commence, ~~Report~~the onTender ~~Form~~Offer ~~8-K~~no later than April 11, 2011. ~~including~~In ~~Exhibit~~the 99Tender Offer, ~~shall~~each ~~not~~Share beaccepted ~~deemed~~by ~~“filed”~~Merger ~~for~~Sub in accordance with the ~~purposes~~terms of ~~Section 18~~ ofthe Tender Offer will be exchanged for the ~~Securities~~right to receive the Offer Price. Parent will cause Merger Sub to accept for payment, and ~~Exchange~~Merger ~~Act~~Sub ofwill ~~1934~~accept for orpayment, ~~otherwise~~all ~~subject~~Shares validly tendered and not withdrawn, pursuant to the ~~liability~~terms of ~~that~~the ~~section~~Tender Offer, ~~nor~~as ~~shall~~soon itas bepracticable ~~deemed~~following ~~incorporated~~the byTender ~~reference~~Offer’s expiration date (in ~~any~~no ~~filing~~event ~~under~~sooner ~~the~~than ~~Securities~~20 ~~Act~~business ofdays ~~1933~~after the Tender Offer has commenced).

~~Item~~Concurrently ~~5.02~~with ~~Departure~~the execution and delivery of ~~Directors~~the orMerger ~~Certain~~Agreement, ~~Officers;~~Parent ~~Election~~entered ofinto ~~Directors;~~an ~~Appointment~~Agreement and Plan of ~~Certain~~Merger ~~Officers;~~with Activant ~~Compensatory~~Solutions ~~Arrangements~~Inc. (“Activant”) and certain other parties (the “Activant Merger Agreement”). Parent intends to combine Activant with Epicor into a single company operating as Epicor Software Corporation. A copy of ~~Certain~~the Activant ~~Officers~~Merger Agreement is attached hereto as Exhibit 99.1.

~~Amended~~Simultaneously ~~CEO~~with ~~Retention~~the execution of the Merger Agreement, Apax US VII, L.P., Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., and Apax Europe VII-1, L.P. (collectively, the “Sponsor Funds”) provided an equity commitment letter to Parent and the Company (the “Equity Commitment Letters”) obligating the Sponsor Funds to provide funds to Parent sufficient to permit Parent and Merger Sub to fund a portion of the consideration in the Tender Offer and the Merger and to pay certain other monetary obligations that may be owed pursuant to the Merger Agreement and the Activant Merger Agreement. A copy of the Equity Commitment Letters is attached hereto as Exhibit 10.1, and incorporated by reference herein. The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

OnIn ~~February 10,~~connection ~~2011,~~with ~~Epicor~~the ~~Software~~execution ~~Corporation~~of (the ~~“Company”)~~Merger Agreement, ~~following~~Bank ~~approval~~of byAmerica, N.A. ~~the~~Merrill ~~Compensation~~Lynch, ~~and~~Pierce, ~~Nominating~~Fenner & ~~Governance~~Smith ~~Committees~~Incorporated ofand ~~its~~Royal ~~Board~~Bank of ~~Directors,~~Canada ~~entered into~~provided a ~~second~~debt ~~amendment~~commitment ~~(the~~letter ~~“Second Amendment”)~~ to ~~the Management Retention Agreement (“Retention Agreement”) currently in place with its Chairman and CEO~~Parent, ~~Mr. L.~~committing ~~George~~to ~~Klaus.~~lend ~~The~~certain ~~parties~~amounts ~~originally~~to ~~entered~~Parent ~~into~~for the ~~Retention~~ ~~Agreement~~purpose onof ~~January 19,~~funding ~~2009, and previously amended it on June 21, 2010, as described in~~ the ~~Form~~transactions ~~8-K’s~~contemplated ~~filed~~ by the Merger ~~Company~~Agreement ~~on February 6, 2009~~ and ~~June 23,~~the ~~2010,~~Activant ~~respectively~~Merger Agreement.

~~Term~~Merger ofSub’s ~~Agreement.~~obligation ~~The~~to ~~Second~~accept ~~Amendment~~for ~~extends~~payment and pay all Shares validly tendered pursuant to the ~~term~~Tender Offer is subject to a condition, among others, that the number of Shares validly tendered and not withdrawn represents at least a 74.51% of the ~~Retention~~total ~~Agreement~~number byof ~~one~~Shares ~~year~~outstanding ~~from~~less the ~~current~~number ~~expiration~~of ~~date~~Shares subject to Support Agreements. The Company has also granted to Parent and Merger Sub an irrevocable option, which Merger Sub will, if applicable, be deemed to have exercised immediately after completion of the Tender Offer, to purchase newly-issued Shares at the Offer ~~December 31~~Price such that, ~~2011~~when added to athe ~~new~~Shares ~~expiration~~already ~~date~~owned by Parent and Merger Sub following completion of ~~December 31~~the Offer and purchase of the shares subject to Support Agreements, ~~2012.~~constitutes one Share more

~~Obligations Relating to CEO Succession. Under the Retention~~ ~~Agreement~~than as90% ~~amended~~of by the ~~Second~~Shares ~~Amendment,~~entitled ~~Mr. Klaus agrees~~ to ~~assist~~vote on the ~~Company~~Merger ~~Board~~on ~~of Directors in any eventual search for~~ a ~~successor~~fully ~~CEO~~diluted ~~and~~basis to(the ~~ensure~~“Top-Up ~~an orderly and complete transition of his duties to such successor~~Option”). ~~Mr. Klaus further~~If ~~agrees~~Parent ifor ~~the~~Merger ~~Board~~Sub ofacquires ~~Directors~~more ~~appoints~~than a90% ~~new CEO during his tenure he will at the invitation~~ of the ~~Board~~outstanding ~~serve~~Shares, including through ~~the~~exercise ~~remainder~~ of the ~~term~~Top-Up ofOption, ~~the~~it ~~Retention~~will ~~Agreement~~complete in the ~~position~~Merger ofthrough ~~Executive Chairman and will negotiate a market-based adjustment to his cash compensation to reflect~~ the ~~change~~“short inform” ~~his~~procedures ~~position~~available ~~and~~under ~~duties~~Delaware law.

~~Performance~~Merger ~~Based~~Sub’s ~~Restricted~~obligation ~~Stock Grant.~~to ~~The~~accept ~~Second~~for ~~Amendment~~payment ~~confirms~~and pay for all Shares validly tendered pursuant to the ~~grant~~Tender Offer is also subject to ~~Mr. Klaus~~the satisfaction of ~~one~~the ~~hundred~~closing ~~and~~conditions ~~thirty~~of ~~three~~Parent’s ~~thousand~~acquisition ~~three~~of ~~hundred~~Activant, the availability of the Top-Up Option to allow Parent and ~~thirty~~Merger ~~three~~Sub ~~(133~~to acquire one share more than 90% of the outstanding Shares,~~333~~ receipt of the debt financing, the expiration or early termination of the waiting period under the HSR Act (as defined below) ~~shares~~ and other customary conditions set forth in the Merger Agreement. The conditions to the closing of ~~performance~~the ~~based~~Activant ~~restricted~~Merger ~~Company~~Agreement ~~common~~include ~~stock~~the satisfaction of the conditions to the closing of the Merger Agreement, ~~granted~~the expiration or early termination of the waiting period under the ~~Company’s 2007~~Hart-Scott-Rodino ~~Stock~~Antitrust ~~Plan~~Improvements Act of 1976 (the “~~Performance~~HSR ~~Stock Grant~~Act”), and other customary conditions. ~~Restrictions~~In onthe ~~shares~~event the ~~subject~~conditions to the ~~Performance~~tender ~~Stock~~offer ~~Grant~~are ~~will~~not ~~lapse~~met, ~~during~~following extensions of the ~~extended~~tender ~~term~~offer ofrequired by the ~~Retention~~Merger Agreement, ~~provided~~the Company, after obtaining the written consent of Parent, will file definitive proxy materials with the SEC and towill, having obtained the ~~extent~~consent ~~that~~of Parent, solicit stockholder approval for a merger of Epicor into Merger Sub in exchange for the Offer Price. In preparation for this contingency, the Company ~~achieves~~will ~~2012~~file preliminary proxy materials with the SEC during the ~~performance~~Tender ~~targets~~Offer ~~under~~period. ~~its~~In ~~performance~~such ~~based~~event, ~~restricted~~the ~~stock~~Merger ~~program~~shall ~~and~~only be consummated after having been adopted by the stockholders of the Company at a meeting of such stockholders. The Merger is subject to ~~Mr. Klaus~~the satisfaction of the closing conditions of Parent’s ~~continued~~acquisition ~~service~~of toActivant ~~the~~and ~~Company~~other ~~through~~customary ~~December 31~~closing conditions, ~~2012~~but not subject to receipt of the debt financing.

~~Time~~Under ~~Based~~the Merger ~~Restricted~~Agreement, ~~Stock~~the ~~Grant.~~Company ~~Pursuant~~is permitted, under a “go-shop” provision, to solicit, provide information to, and engage in discussions with third parties with respect to alternative acquisition proposals for a 30-day period beginning on the ~~terms~~date of the ~~Second~~Merger ~~Amendment,~~Agreement. onThe ~~February 9~~Merger Agreement contains certain termination rights by Epicor and Parent including, ~~2011~~with respect to Epicor, Mrin the event that Epicor receives a superior proposal. ~~Klaus~~ ~~received~~In connection with the termination of the Merger Agreement under specified circumstances, including with respect to the acceptance of a ~~grant~~superior proposal by Epicor, Epicor may be required to pay Parent a termination fee of ~~one~~up ~~hundred~~to ~~and~~$40,000,000, ~~fifty~~which ~~thousand~~fee ~~(150~~shall be reduced to $15,000~~) shares~~,000 with respect to the termination of ~~time~~the ~~based~~Merger ~~restricted~~Agreement ~~Company~~during ~~common~~the ~~stock,~~go-shop ~~granted~~period ~~under~~or the ~~Company’s~~five ~~2007~~day ~~Stock~~period ~~Plan~~thereafter ~~(the~~if ~~“Time~~a ~~Based~~transaction ~~Stock~~is ~~Grant”)~~entered into with party that makes a qualifying proposal during the go-shop period. ~~Restrictions~~Subject onto the ~~Time~~terms ~~Based~~and conditions ~~Stock~~of ~~Grant~~the ~~will~~Merger ~~lapse~~Agreement, asthe Company is entitled to 37specific performance against Parent to enforce Parent’s obligations under the Merger Agreement. However,~~500~~ ~~shares~~the onCompany ~~each~~may not seek specific enforcement of the completion of the Offer ~~March 31, June 30, September 30~~or ~~and~~the ~~December 31,~~Merger ~~2012~~or the Equity Commitment Letters unless specific conditions are met, ~~respectively~~including receipt of the debt financing. If the Merger Agreement is terminated under specified circumstances, ~~subject~~Parent is required to ~~Mr. Klaus’s~~pay ~~continued~~a ~~service~~fee to Epicor of up to $60 million (Parent is similarly obligated under the ~~Company~~terms ~~through~~of ~~each~~the ~~vesting~~Activant ~~date~~Merger Agreement to pay a termination fee of $48.95 million to Activant if the Merger Agreement is terminated in specified circumstances).

ToThe foregoing description of the ~~extent~~Merger Agreement does not ~~expressly~~purport ~~amended~~to be complete and is qualified in its entirety by reference to the ~~Second~~Merger ~~Amendment~~Agreement, which ~~the~~is ~~Retention~~filed ~~Agreement~~as Exhibit 2.1 hereto and ~~each~~is incorporated herein by reference. A copy of ~~its~~the ~~original~~press ~~terms~~release ~~and~~announcing ~~conditions~~the ~~remain~~entry ininto ~~full~~the ~~force~~Merger ~~and~~Agreement ~~effect~~is attached hereto as Exhibit 99.2.

The ~~foregoing~~Merger ~~description~~Agreement ofand the ~~Second~~Activant ~~Amendment~~Merger Agreement have been provided solely to inform investors of their terms. The representations, warranties and covenants contained in ~~this~~each ~~Current~~of ~~Report~~the onMerger ~~Form~~Agreement and ~~8-K~~the ~~does~~Activant Merger Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement or the Activant Merger Agreement, as applicable, and may be intended not ~~purport~~as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be ~~complete~~inaccurate. isIn addition, such representations, warranties and covenants may have been qualified inby ~~its~~certain disclosures not ~~entirety~~reflected in the text of the Merger Agreement or the Activant Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by ~~reference~~stockholders toof, or other investors in, Epicor. Investors are not third-party beneficiaries under the ~~Second~~Merger ~~Amendment~~Agreement or the Activant Merger Agreement and should not rely on the representations, ~~which~~warranties isand ~~filed~~covenants ~~hereto~~or any descriptions thereof as ~~exhibit~~characterizations 10of the actual state of facts or condition of Epicor, Parent, Merger Sub, Activant, the other parties to the Activant Merger Agreement or any of their respective subsidiaries or affiliates.1.

~~Item~~Additional ~~9.01.~~Information ~~Financial~~and ~~Statements~~Where ~~and~~to ~~Exhibits~~Find It

The tender offer for the outstanding shares of Epicor described herein has not yet commenced. This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Epicor pursuant to Parent’s tender offer or otherwise. Any offers to purchase or solicitations of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (dincluding the offer to purchase, the letter of transmittal and other documents relating to the tender offer) ~~Exhibits~~which will be filed with the U.S. Securities and Exchange Commission (“SEC”) by Merger Sub. In addition, Epicor will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Epicor stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety prior to

~~The~~ making ~~following~~any ~~exhibit~~decision iswith ~~furnished~~respect asto ~~part~~Parent’s tender offer because they contain important information, including the terms and conditions of ~~this~~the ~~report:~~ offer.

Exhibit Number		Description
Ex-10.1		Second Amendment to Management Retention Agreement dated February 10, 2011
Ex-99.1		Press Release dated February 9, 2011.
Ex-99.2		Transcript of the Company’s fourth quarter and fiscal year 2010 financial results conference call and simultaneous webcast held on February 9, 2011.

Participants in the Solicitation

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Epicor by Parent. In connection with the proposed acquisition, Epicor intends to file relevant materials with the SEC, including Epicor’s proxy statement in preliminary and definitive form. Epicor stockholders are strongly advised to read all relevant documents filed with the SEC, including Epicor’s definitive proxy statement, because they will contain important information about the proposed transaction.

Epicor stockholders may obtain copies of these documents (when they become available) for free at the SEC’s website at www.sec.gov or from Epicor’s Investor Relations Department at (949) 585-EPIC.

Item 8.01 Other Events

Concurrently with the entry into the Merger Agreement, certain of Epicor’s stockholders, officers and directors entered into Non-Tender and Support Agreements in their capacity as stockholders and optionholders of the Company, each dated as of April 4, 2011, and represent approximately 19% of Epicor’s outstanding shares (“Support Agreements”). The Support Agreements provide that such stockholders and optionholders will, among other things, (i) agree not to tender into the Tender Offer, (ii) support the Merger and the other transactions contemplated by the Merger Agreement, and (iii) transfer certain of their Shares to Parent or Parent affiliates at the time of the closing of the Tender Offer in exchange for the Offer Price as provided for in the Merger Agreement. The Support Agreements will terminate if the Merger Agreement is terminated.

On April 4, 2011, The Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description of Document

2.1*		Agreement and Plan of Merger by and among Eagle Parent, Inc., Element Merger Sub, Inc. and Epicor Software Corporation dated as of April 4, 2011

10.1		Equity Commitment Letter of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P.

99.1		Agreement and Plan of Merger by and among Eagle Parent, Inc., Sun5 Merger Sub, Inc., Activant Group Inc. and the Stockholders’ Representative dated as of April 4, 2011

99.2		Press Release Issued April 4, 2011

*	Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 (Registrant)
	EPICOR SOFTWARE CORPORATION
Date: February 14, 2011		By:	/s/ JOHN D. IRELAND
Date: April 6, 2011	By:	/s/ John D. Ireland
			John D. Ireland
		John D. Ireland Senior Vice President and General Counsel
			Sr. Vice President; General Counsel

EXHIBIT INDEX

The following exhibits are attached hereto and incorporated herein by reference:


Exhibit Number		Description of Document

2.1*		Agreement and Plan of Merger by and among Eagle Parent, Inc., Element Merger Sub, Inc. and Epicor Software Corporation dated as of April 4, 2011

10.1		Equity Commitment Letter of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P.

99.1		Agreement and Plan of Merger by and among Eagle Parent, Inc., Sun5 Merger Sub, Inc., Activant Group Inc. and the Stockholders’ Representative dated as of April 4, 2011

99.2		Press Release Issued April 4, 2011

Exhibit Number
Ex-10.1		Second Amendment to Management Retention Agreement dated February 10, 2011
Ex-99.1		Press Release dated February 9, 2011.
Ex-99.2		Transcript of the Company’s fourth quarter and fiscal year 2010 financial results conference call and simultaneous webcast held on February 9, 2011.

*	Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Filing Compare · EPICOR SOFTWARE CORP