-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4X9a02HLdVbPmRJj89qjmATUz4cLNiT9ZEMSZtX5KohaU/KphM8/0emlEjWzfik u50LMBozpSGs7dzzd+14Aw== 0001181431-07-001308.txt : 20070104 0001181431-07-001308.hdr.sgml : 20070104 20070104141857 ACCESSION NUMBER: 0001181431-07-001308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061229 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASYSTEMS INC CENTRAL INDEX KEY: 0001013857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042787865 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11859 FILM NUMBER: 07508504 BUSINESS ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 BUSINESS PHONE: 6173749600 MAIL ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 8-K 1 rrd141487.htm 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):  12/29/2006
 
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 1.01.    Entry into a Material Definitive Agreement
 
On December 29, 2006, Pegasystems Inc. (the "Company") and Richard Jones, a member of the Company's Board of Directors, entered into an Amendment to Stock Option Grant (the "Amendment"), in relation to an option granted to Mr. Jones in October 2001 to purchase 50,000 shares of the Company's common stock (the "October 2001 Option"). The Amendment increased the exercise price of this option from $2.331 per share to $4.01 per share.

The Company determined that the original exercise price for the October 2001 Option was below the fair market value of the Company's common stock on the date when the grant became effective. To the extent that the October 2001 Option vested after December 31, 2004, Mr. Jones could have been deemed to have received nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code. The Company and Mr. Jones entered into the Amendment in order to avoid the receipt of nonqualified deferred compensation by Mr. Jones in connection with the October 2001 Opti on, in accordance with Notice 2006-100 issued by the Internal Revenue Service on November 30, 2006.

 

 

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: January 04, 2007
     
By:
 
/s/    Craig A. Dynes
               
Craig A. Dynes
               
Chief Financial Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Amendment to Stock Option Agreement between Pegasystems Inc. and Richard Jones
EX-99.1 2 rrd141487_17558.htm AMENDMENT TO STOCK OPTION AGREEMENT BETWEEN PEGASYSTEMS INC. AND RICHARD JONES

AMENDMENT TO STOCK OPTION AGREEMENT

 

This Amendment to Stock Option Agreement (this "Amendment") is entered into on the 29th day of December, 2006 by and between Pegasystems Inc., a Massachusetts corporation having its principal place of business at 101 Main Street, Cambridge, MA, 02142 (the "Company"), and Richard Jones, an individual residing at 12916 Bay Plantation Drive, Jacksonville, FL 32223 (the "Employee").

Whereas, the Company and the Employee are parties to a stock option agreement dated October 5, 2001 (the "Option Agreement"), pursuant to which the Employee was granted an option to purchase 50,000 shares of common stock of the Company, at an exercise price of $2.331 per share (the "Option"); and

Whereas, the Company and the Employee now desire to amend the exercise price of the Option;

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which the Company and the Employee hereby acknowledge, the Company and the Employee hereby agree as follows:

  1. Amendment to Exercise Price. The exercise price of the Option is hereby changed from $2.331 per share to $4.01 per share.
  2. No Other Amendment. Except as provided herein, all terms and conditions of the Option Agreement shall remain unchanged and in full force and effect.

The parties hereby execute this Amendment on the date first indicated above.

 

 

PEGASYSTEMS INC.

By: /s/ Craig Dynes

Craig Dynes, CFO

 

/s/ Richard Jones

Richard Jones

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