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EX-99.2 - EX-99.2 - PROGRESS SOFTWARE CORP /MAb83871exv99w2.htm
EX-99.1 - EX-99.1 - PROGRESS SOFTWARE CORP /MAb83871exv99w1.htm
Table of Contents

 
 
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
Date of Report (Date of earliest event reported): December 21, 2010
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 033-41752
     
Massachusetts
(State or other jurisdiction of
incorporation or organization)
  04-2746201
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(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:
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))
 
 

 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 8.01. Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1
EX-99.2


Table of Contents

Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition
On December 21, 2010, Progress Software Corporation issued a press release announcing financial results for its fourth fiscal quarter ended November 30, 2010. The company also posted a copy of its supplemental prepared remarks with respect to the completed quarter on the Investor Relations section of its website at www.progress.com. A copy of the press release and a copy of the prepared remarks are furnished herewith as Exhibits 99.1 and 99.2, respectively.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Section 8 — Other Events
Item 8.01. Other Events
On December 21, 2010, in the press release referenced above, Progress Software Corporation also announced that its Board of Directors approved a three -for-two stock split of the company’s outstanding shares of common stock to be effected in the form of a stock dividend. The stock split will be effective for shareholders of record after the close of market on January 12, 2011 and will be payable on January 28, 2011. The company’s press release announcing the stock split is attached as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits
     
99.1
  Press Release dated December 21, 2010
 
   
99.2
  Prepared Remarks

 


Table of Contents

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.
         
Date: December 21, 2010  Progress Software Corporation
 
 
  By:   /s/ Charles F. Wagner, Jr.    
    Executive Vice President,   
    Finance and Administration and
Chief Financial Officer