Prepared By R.R. Donnelley Financial -- Form 8-K

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): 11/13/2006

Pegasystems Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-11859

Massachusetts		04-2787865
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

101 Main Street, Cambridge, Massachusetts 02142

(Address of principal executive offices, including zip code)

617-374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

[  ]   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))

Information to be included in the report

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 16, 2006, Pegasystems Inc. (the "Company") issued a press release stating that it has secured a hearing before a NASDAQ Listing Qualifications Panel in response to the receipt on November 13, 2006 of a NASDAQ Staff Determination letter indicating Pegasystems is not in compliance with the filing requirement for continued listing as set forth in Marketplace Rule 4310(c)(14).

As anticipated, the letter was issued in accordance with standard NASDAQ procedures due to the delayed filing of the Company's Form 10-Q for the third quarter of 2006. Pending a decision by the panel, Pegasystems shares will continue to be listed on the NASDAQ Global Select Market.

A copy of this press release is being furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Signature(s)

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.

		Pegasystems Inc.


Date: November 16, 2006	By:	/s/ Craig Dynes
		Craig Dynes
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release, dated November 16, 2006, issued by Pegasystems Inc.

EX-99.1 2 rrd136284_16987.htm PRESS RELEASE, DATED NOVEMBER 16, 2006, ISSUED BY PEGASYSTEMS INC. Workshop Project: For information, contact:

Craig Dynes

Chief Financial Officer

Pegasystems Inc.

(617) 866-6020

craig.dynes@pega.com

Pegasystems Secures NASDAQ Hearing Due to Delayed Filing of Form 10-Q

Responds to NASDAQ Staff Determination Letter

CAMBRIDGE, Mass., November 16, 2006 -- Pegasystems Inc. (Nasdaq: PEGA) announced today that the Company has secured a hearing before a NASDAQ Listing Qualifications Panel in response to the receipt on November 13, 2006 of a NASDAQ Staff Determination letter indicating Pegasystems is not in compliance with the filing requirement for continued listing as set forth in Marketplace Rule 4310(c)(14).

As previously announced on October 17, 2006, Pegasystems is unable to file its Form 10-Q for the third quarter of 2006 because the Company is in the process of reviewing its accounting, primarily involving the timing of revenue recognition for certain arrangements which include fixed-price services. The Company continues to work diligently to address this matter.

About Pegasystems

Pegasystems Inc. (Nasdaq: PEGA) provides software to automate complex, changing business processes. Pegasystems, the leader in unified process and rules technology, gives business people and IT departments the ability to use best processes across the enterprise and outperform their competition.

Our new class of Business Process Management (BPM) technology makes enterprise systems easy to use and easy to change. By automating policy manuals, system specifications and lines of manual coding with dynamically responsive updates, Pegasystems powers the world's most sophisticated organizations to Build for Change™.

Pegasystems' award-winning, standards-based BPM suite is complemented with best-practice solution frameworks to help leaders in the financial services, insurance, healthcare, manufacturing, life sciences and government markets drive growth and productivity.

Headquartered in Cambridge, Mass., Pegasystems has regional offices in North America, Europe and the Pacific Rim. For more information, visit www.pega.com.

###

-----END PRIVACY-ENHANCED MESSAGE-----