ddefa14a.htm

Proxy Statement Pursuant to Section 14(a) of the Securities

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

DOUBLE-TAKE SOFTWARE, INC.

257 Turnpike Road, Suite 210

Southborough, MA 01772

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

to be held on

March 14, 2009

The 2009 Annual Meeting of Stockholders of Double-Take Software, Inc., will be held at the The Harvard Club of Boston located at 374 Commonwealth Avenue, Boston, Massachusetts, 02215, on May 14, 2009, at 9:00 AM (Eastern Time).

(1)

to elect six directors to the Board, each of whom will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal.

(2)

to approve the Amended and Restated Double-Take Software 2006 Omnibus Incentive Plan, including an increase in the number of shares issuable under the Plan.

(3)

to ratify the appointment of Eisner LLP (“Eisner”) as Double-Take Software’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

The proxies are authorized to vote in their discretion on any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors recommends a vote “FOR” all proposals.

*Stockholders are cordially invited to attend the Annual Meeting and vote in person.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.

Vote Your Proxy on the Internet:

Go to www.continentalstock.com

Have your notice available when you

access the above website. Follow the

prompts to vote your shares.

Important Notice Regarding the Availability Of Poxy Materials For the Stockholder Meeting to Be Held On May 14, 2009.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before May 6, 2009 to facilitate a timely delivery.

The following Proxy Materials are available to you to review at: http://www.cstproxy.com/doubletake/2009

- the Company’s Annual Report for the year ending December 31, 2008.

- the Company’s 2009 Proxy Statement (including all attachments thereto)

any amendments to the foregoing materials that are required to be furnished to stockholders.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically.

You must reference your company ID., 9-digit proxy number and 10-digit account number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1-888-221-0690, or

By logging on to http://www.cstproxy.com/doubletake/2009 or

By email at: proxy@continentalstock.com

Please include the company name and your account number in the subject line.


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


o	Fee paid previously with preliminary materials.


	(1)	Amount previously paid: