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): 06/04/2007

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 7.01. Regulation FD Disclosure

On June 4, 2007, Pegasystems Inc. (the "Company") issued a press release announcing a $10 million stock repurchase program (the "Third Repurchase Program"), beginning on July 1, 2007, when the Company's current repurchase program expires, and ending on June 30, 2008.

The Company has established a pre-arranged stock repurchase plan, intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and of Rule 10b-18 of the Exchange Act (the "10b5-1 Plan"). The 10b5-1 Plan commences on July 1, 2007 and expires on June 30, 2008, subject to conditions specified in the plan agreement.

Shares that may be repurchased under the 10b5-1 Plan will be purchased under the Third Repurchase Program. Any actual repurchases under the 10b5-1 Plan will be disclosed in the Company's quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the quarterly periods ending between September 30, 2007 and June 30, 2008.

The information in this Form 8-K an d the Exhibit 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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: June 05, 2007	By:	/s/ Shawn Hoyt
		Shawn Hoyt
		General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release, dated June 4, 2007, issued by Pegasystems Inc.

EX-99.1 2 rrd161094_20410.htm PRESS RELEASE, DATED JUNE 4, 2007, ISSUED BY PEGASYSTEMS INC. Workshop Project:

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

Pegasystems Initiates Third Share Repurchase Program

CAMBRIDGE, Mass., June 4, 2007 - Pegasystems (Nasdaq: PEGA), the leader in unified process and rules technology, today announced that its Board of Directors has authorized an additional repurchase of up to $10 million of Pegasystems common stock (the "Third Repurchase Program") beginning on July 1, 2007 when the Company's current repurchase program expires. At the Company's discretion, the purchases will be made from time to time on the open market or in privately negotiated transactions. Under the Third Repurchase Program, which expires June 30, 2008, shares may be repurchased in such amounts as market conditions warrant, subject to regulatory and other considerations.

Shares that may be repurchased under the 10b5-1 Plan will be repurchased under the Third Repurchase Program. Any actual repurchases under the Third Repurchase Program will be disclosed in the Company's quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the quarterly periods ending between September 30, 2007 and June 30, 2008.

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.

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