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):  04/25/2007

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 2.02.    Results of Operations and Financial Condition

On April 25, 2007, Pegasystems Inc. (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2006 and certain preliminary financial results for the full year 2006. The Company also announced that it filed an amendment to its 2005 Annual Report on Form 10-K and amendments to its first and second quarter 2006 Quarterly Reports on Form 10-Q, in each case to restate certain previously issued financial statements and other financial information. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressl y set forth by specific reference in such a filing.

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

On April 27, 2007, the Company issued a press release announcing that a Nasdaq Listing Qualifications Panel granted the Company's request for an extension with respect to the Company's Annual Report on Form 10-K for 2006 (the "2006 10-K"). The Panel stayed the delisting of the Company's stock, subject to the condition that the Company file the 2006 10-K with the SEC by May 10, 2007. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01.    Financial Statements and Exhibits

99.1 Press Release entitled "Pegasystems Announces Preliminary Financial Results for 2006; Files Third Quarter 10-Q and Amends SEC Filings to Restate Prior Results," issued by Pegasystems on April 25, 2007.

99.2 Press Release entitled "Pegasystems Obtains Extension from Nasdaq to File 2006 Form 10-K," issued by Pegasystems on April 27, 2007.

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: May 01, 2007	By:	/s/    Shawn Hoyt
		Shawn Hoyt
		General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release entitled "Pegasystems Announces Preliminary Financial Results for 2006; Files Third Quarter 10-Q and Amends SEC Filings to Restate Prior Results," issued by Pegasystems on April 25, 2007.
EX-99.2	Press Release entitled "Pegasystems Obtains Extension from Nasdaq to File 2006 Form 10-K," issued by Pegasystems on April 27, 2007.

EX-99.1 2 rrd156194_19787.htm PRESS RELEASE ENTITLED "PEGASYSTEMS ANNOUNCES PRELIMINARY FINANCIAL RESULTS FOR 2006; FILES THIRD QUARTER 10-Q AND AMENDS SEC FILINGS TO RESTATE PRIOR RESULTS," ISSUED BY PEGASYSTEMS ON APRIL 25, 2007.

For information contact:
Craig Dynes
Chief Financial Officer
617-866-6020
craig.dynes@pega.com

Pegasystems Announces Preliminary Financial Results for 2006;
Files Third Quarter 10-Q and Amends SEC Filings to Restate Prior Results

CAMBRIDGE, Mass., April 25, 2007 - Pegasystems Inc. (Nasdaq: PEGA) today announced that for the full year 2006 it expects total revenue to be approximately $126 million and for the Company to be profitable. The Company ended 2006 with $128 million in total cash and investments, an increase of $13 million from the end of 2005.

The Company filed an amendment to its 2005 Annual Report on Form 10-K and amendments to its first and second quarter 2006 Quarterly Reports on Form 10-Q, in each case to restate certain previously issued financial statements and other financial information. The following table shows selected financial information for 2005 and the six months ended June 30, 2006, as previously reported and as restated:

Selected Financial Performance
	Year ended Dec 31, 2005		Six Months ended June 30, 2006
(In millions, except per share data and percentages)	As Previously Reported	As Restated	As Previously Reported	As Restated
Total Revenue	$ 102.0	$ 100.2	$ 56.7	$ 56.5
License Revenue	$ 40.8	$ 40.9	$ 13.9	$ 13.8
% of Total Revenue	40%	41%	24%	24%
Services Revenue	$ 61.2	$ 59.3	$ 42.9	$ 42.7
% of Total Revenue	60%	59%	76%	76%
Gross Profit	$66.4	$66.9	$31.7	$31.4
Income (Loss) From Operations	$0.5	$1.2	$(5.3)	$(5.7)
Net Income (Loss)	$4.7	$5.2	$(0.9)	$(1.2)
Earnings (Loss) Per Share, Basic	$ 0.13	$ 0.15	$ (0.03)	$ (0.03)
Earnings (Loss) Per Share, Diluted	$ 0.13	$ 0.14	$ (0.03)	$ (0.03)

Pegasystems also filed its third quarter 2006 Quarterly Report on Form 10-Q (the "Third Quarter 10-Q"). The following table shows selected financial information for the three and nine months ended September 30, 2006 and 2005:

Selected Financial Performance
	Three months endedSep 30,		Nine months ended Sep 30,
(In millions, except per share data and percentages)	2006	2005 (As Restated)	2006	2005 (As Restated)
Total Revenue	$ 33.5	$ 27.2	$ 90.1	$ 74.5
License Revenue	$ 8.5	$ 11.7	$ 22.3	$ 30.5
% of Total Revenue	25%	43%	25%	41%
Services Revenue	$ 25.0	$ 15.5	$ 67.7	$ 44.0
% of Total Revenue	75%	57%	75%	59%
Gross Profit	$18.4	$17.8	$49.7	$50.4
Income (Loss) From Operations	$(2.1)	$2.0	$(7.8)	$1.7
Net Income (Loss)	$(0.4)	$2.2	$(1.6)	$3.0
Earnings (Loss) per Share, Basic	$ (0.01)	$ 0.06	$ (0.04)	$ 0.08
Earnings (Loss) per Share, Diluted	$ (0.01)	$ 0.06	$ (0.04)	$ 0.08

The Company was notified in November 2006 by the Nasdaq Listing Qualifications Department ("Nasdaq") that the Company was out of compliance with the filing requirement for continued listing of the Company's common stock, as a result of the Company's delay in filing the Third Quarter 10-Q. In March 2007, Nasdaq notified the Company that it was also out of compliance with the filing requirement for continued listing as a result of the Company's delay in filing its Annual Report on Form 10-K for 2006 (the "2006 10-K"). Nasdaq agreed to stay the delisting of the Company's stock, subject to the condition that the Company file with the SEC on or before April 25, 2007 the Third Quarter 10-Q, the 2006 10-K and the restatement-related amendments.

The Company expects to file its 2006 10-K next week. The Company has requested an extension from Nasdaq with respect to the 2006 10-K, given that the restatement-related amendments and Third Quarter 10-Q have been filed and further given that the Company only became delayed in filing the 2006 10-K last month. There can be no assurance Nasdaq will grant the Company's extension request. Once the Company has filed the 2006 10-K, it will issue a press release announcing the filing of the 2006 10-K and scheduling a conference call to discuss its financial results for the third quarter of 2006 and for the full year 2006.

Craig Dynes, the Company's Chief Financial Officer, said, "We have now completed and filed all of our restatements. We are pleased to have filed our third quarter 2006 Form 10-Q and we are working diligently to file our 2006 Form 10-K and to regain compliance with the filing requirement for continued listing on the Nasdaq Global Select Market."

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(R).

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

###

EX-99.2 3 rrd156194_19790.htm PRESS RELEASE ENTITLED "PEGASYSTEMS OBTAINS EXTENSION FROM NASDAQ TO FILE 2006 FORM 10-K," ISSUED BY PEGASYSTEMS ON APRIL 27, 2007.

For information contact:
Craig Dynes
Chief Financial Officer
617-866-6020
craig.dynes@pega.com

Pegasystems Obtains Extension from Nasdaq to File 2006 Form 10-K

CAMBRIDGE, Mass., April 27, 2007 - Pegasystems Inc. (Nasdaq: PEGA) today announced that a Nasdaq Listing Qualifications Panel has granted the Company's request for an extension with respect to the Company's Annual Report on Form 10-K for 2006 (the "2006 10-K"). The Panel stayed the delisting of the Company's stock, subject to the condition that the Company file the 2006 10-K with the SEC by May 10, 2007. The Company expects to file the 2006 10-K with the SEC next week, and to regain compliance with the filing requirement for continued listing on the Nasdaq Global Select Market at that time.

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(R).

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

EX-99.1

For information contact:
Craig Dynes
Chief Financial Officer
617-866-6020
craig.dynes@pega.com

Pegasystems Announces Preliminary Financial Results for 2006;
Files Third Quarter 10-Q and Amends SEC Filings to Restate Prior Results

CAMBRIDGE, Mass., April 25, 2007 - Pegasystems Inc. (Nasdaq: PEGA) today announced that for the full year 2006 it expects total revenue to be approximately $126 million and for the Company to be profitable. The Company ended 2006 with $128 million in total cash and investments, an increase of $13 million from the end of 2005.

The Company filed an amendment to its 2005 Annual Report on Form 10-K and amendments to its first and second quarter 2006 Quarterly Reports on Form 10-Q, in each case to restate certain previously issued financial statements and other financial information. The following table shows selected financial information for 2005 and the six months ended June 30, 2006, as previously reported and as restated:

Selected Financial Performance
	Year ended Dec 31, 2005		Six Months ended June 30, 2006
(In millions, except per share data and percentages)	As Previously Reported	As Restated	As Previously Reported	As Restated
Total Revenue	$ 102.0	$ 100.2	$ 56.7	$ 56.5
License Revenue	$ 40.8	$ 40.9	$ 13.9	$ 13.8
% of Total Revenue	40%	41%	24%	24%
Services Revenue	$ 61.2	$ 59.3	$ 42.9	$ 42.7
% of Total Revenue	60%	59%	76%	76%
Gross Profit	$66.4	$66.9	$31.7	$31.4
Income (Loss) From Operations	$0.5	$1.2	$(5.3)	$(5.7)
Net Income (Loss)	$4.7	$5.2	$(0.9)	$(1.2)
Earnings (Loss) Per Share, Basic	$ 0.13	$ 0.15	$ (0.03)	$ (0.03)
Earnings (Loss) Per Share, Diluted	$ 0.13	$ 0.14	$ (0.03)	$ (0.03)

Pegasystems also filed its third quarter 2006 Quarterly Report on Form 10-Q (the "Third Quarter 10-Q"). The following table shows selected financial information for the three and nine months ended September 30, 2006 and 2005:

Selected Financial Performance
	Three months endedSep 30,		Nine months ended Sep 30,
(In millions, except per share data and percentages)	2006	2005 (As Restated)	2006	2005 (As Restated)
Total Revenue	$ 33.5	$ 27.2	$ 90.1	$ 74.5
License Revenue	$ 8.5	$ 11.7	$ 22.3	$ 30.5
% of Total Revenue	25%	43%	25%	41%
Services Revenue	$ 25.0	$ 15.5	$ 67.7	$ 44.0
% of Total Revenue	75%	57%	75%	59%
Gross Profit	$18.4	$17.8	$49.7	$50.4
Income (Loss) From Operations	$(2.1)	$2.0	$(7.8)	$1.7
Net Income (Loss)	$(0.4)	$2.2	$(1.6)	$3.0
Earnings (Loss) per Share, Basic	$ (0.01)	$ 0.06	$ (0.04)	$ 0.08
Earnings (Loss) per Share, Diluted	$ (0.01)	$ 0.06	$ (0.04)	$ 0.08

The Company was notified in November 2006 by the Nasdaq Listing Qualifications Department ("Nasdaq") that the Company was out of compliance with the filing requirement for continued listing of the Company's common stock, as a result of the Company's delay in filing the Third Quarter 10-Q. In March 2007, Nasdaq notified the Company that it was also out of compliance with the filing requirement for continued listing as a result of the Company's delay in filing its Annual Report on Form 10-K for 2006 (the "2006 10-K"). Nasdaq agreed to stay the delisting of the Company's stock, subject to the condition that the Company file with the SEC on or before April 25, 2007 the Third Quarter 10-Q, the 2006 10-K and the restatement-related amendments.

The Company expects to file its 2006 10-K next week. The Company has requested an extension from Nasdaq with respect to the 2006 10-K, given that the restatement-related amendments and Third Quarter 10-Q have been filed and further given that the Company only became delayed in filing the 2006 10-K last month. There can be no assurance Nasdaq will grant the Company's extension request. Once the Company has filed the 2006 10-K, it will issue a press release announcing the filing of the 2006 10-K and scheduling a conference call to discuss its financial results for the third quarter of 2006 and for the full year 2006.

Craig Dynes, the Company's Chief Financial Officer, said, "We have now completed and filed all of our restatements. We are pleased to have filed our third quarter 2006 Form 10-Q and we are working diligently to file our 2006 Form 10-K and to regain compliance with the filing requirement for continued listing on the Nasdaq Global Select Market."

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(R).

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

###

EX-99.2

For information contact:
Craig Dynes
Chief Financial Officer
617-866-6020
craig.dynes@pega.com

Pegasystems Obtains Extension from Nasdaq to File 2006 Form 10-K

CAMBRIDGE, Mass., April 27, 2007 - Pegasystems Inc. (Nasdaq: PEGA) today announced that a Nasdaq Listing Qualifications Panel has granted the Company's request for an extension with respect to the Company's Annual Report on Form 10-K for 2006 (the "2006 10-K"). The Panel stayed the delisting of the Company's stock, subject to the condition that the Company file the 2006 10-K with the SEC by May 10, 2007. The Company expects to file the 2006 10-K with the SEC next week, and to regain compliance with the filing requirement for continued listing on the Nasdaq Global Select Market at that time.

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(R).

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

###