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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): November 2, 2010 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) Item 7.01. Regulation FD Disclosure On November 8, 2010, the Company issued a press release announcing an expansion of its current share repurchase program (the "Current Repurchase Program"). Under this expansion, the expiration date of the Current Repurchase Program has been extended from December 31, 2010 to December 31, 2011, and $15 million in repurchases of the Company's common stock between November 3, 2010 and December 31, 2011 has been approved, over and above the amounts repurchased through November 2, 2010. This expansion is effective as of November 2, 2010. 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"). Shares that are repurchased under the 10b5-1 Plan will be repurchased under the Current Repurchase Program. Any actual repurchases under the Current Repurchase Program will be disclosed in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the quarterly periods ending between December 31, 2010 and December 31, 2011. Item 9.01. Financial Statements and Exhibits EX-99.1 Press Release issued by Pegasystems Inc. on November 8, 2010 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 8, 2010 By: /s/ Shawn Hoyt Shawn Hoyt General Counsel and Secretary Exhibit Index Exhibit No.
[ ] 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))
EX-99.1 Press Release issued by Pegasystems Inc. on November 8, 2010
EXHIBIT 99.1
Pegasystems Expands Current Share Repurchase Program
CAMBRIDGE, Mass., November 8, 2010 -
Pegasystems (NASDAQ: PEGA), the leader in business process management (BPM) and a leading provider of customer relationship management (CRM) solutions, today announced that its Board of Directors has authorized an expansion of the Company's current share repurchase program (the "Current Repurchase Program"). Under this expansion, the expiration date of the Current Repurchase Program has been extended from December 31, 2010 to December 31, 2011, and $15 million in repurchases of the Company's common stock between November 3, 2010 and December 31, 2011 has been approved, over and above the amounts repurchased through November 2, 2010. This expansion is effective as of November 2, 2010. Through November 2, 2010, the Company had repurchased 235,350 shares under the Current Repurchase Program, for an average price of $27.74 per share.At the Company's discretion, the purchases will be made from time to time on the open market or in privately negotiated transactions. Shares may be repurchased in such amounts as market conditions warrant, subject to regulatory and other considerations.
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"). Shares that are repurchased under the 10b5-1 Plan will be repurchased under the Current Repurchase Program.
Any actual repurchases under the Current Repurchase Program will be disclosed in the Company's annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the quarterly periods ending between December 31, 2010 and December 31, 2011.
About Pegasystems
Pegasystems, the leader in business process management and a leading provider of CRM solutions, helps organizations enhance customer loyalty, generate new business, and improve productivity. Our patented Build for Change® technology speeds the delivery of critical business solutions by directly capturing business objectives and eliminating manual programming. Pegasystems enables clients to quickly adapt to changing business conditions in order to outperform the competition. For more information, please visit us at www.pega.com.
All trademarks are the property of their respective owners.
The information contained in this press release is not a commitment, promise, or legal obligation to deliver any material, code or functionality. The development, release and timing of any features or functionality described remains at the sole discretion of Pegasystems, Pegasystems specifically disclaims any liability with respect to this information.
Contacts:
Craig Dynes
Chief Financial Officer
617-866-6020
craig.dynes@pega.com
Brian Callahan
Director of Corporate Communications
Brian.Callahan@pega.com
617-866-6364