-----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, TJ58kWOzkiNzARFweYH8Y+UGZhuhrNiGcz1KQg7CCZmQQpSAQfXTIeexsNCzm3Id oYAWsksdRGPBIwmjxRP1Nw== 0000920354-06-000073.txt : 20061006 0000920354-06-000073.hdr.sgml : 20061006 20061006133204 ACCESSION NUMBER: 0000920354-06-000073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061005 FILED AS OF DATE: 20061006 DATE AS OF CHANGE: 20061006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MRO SOFTWARE INC CENTRAL INDEX KEY: 0000920354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042448516 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812802000 MAIL ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: PROJECT SOFTWARE & DEVELOPMENT INC DATE OF NAME CHANGE: 19940315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRAPEAU NORMAN E JR CENTRAL INDEX KEY: 0001233842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23852 FILM NUMBER: 061133257 BUSINESS ADDRESS: STREET 1: MRO SOFTWARE INC STREET 2: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-280-2000 MAIL ADDRESS: STREET 1: C/O MRO SOFTWARE, INC. STREET 2: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-10-05 1 0000920354 MRO SOFTWARE INC MROI 0001233842 DRAPEAU NORMAN E JR C/O MRO SOFTWARE, INC. 100 CROSBY DRIVE BEDFORD MA 01730 1 1 0 0 President and CEO Common Stock, $.01 par value 2006-10-05 4 D 0 28240 25.80 D 0 D Common Stock, $.01 par value 2006-10-05 4 D 0 105875 25.80 D 0 D Employee Stock Option (right to buy) 12.94 2006-10-05 4 D 0 60000 0 D 2007-10-09 Common Stock, $.01 par value 142422 0 D Employee Stock Option (right to buy) 9.06 2006-10-05 4 D 0 142422 0 D 2008-10-28 Common Stock, $.01 par value 142422 0 D Employee Stock Option (right to buy) 24.44 2006-10-05 4 D 0 90000 0 D 2010-06-05 Common Stock, $.01 par value 90000 0 D Employee Stock Option (right to buy) 8.50 2006-10-05 4 D 0 150000 0 D 2011-03-22 Common Stock, $.01 par value 150000 0 D Employee Stock Option (right to buy) 11.73 2006-10-05 4 D 0 165000 0 D 2013-01-27 Common Stock, $.01 par value 165000 0 D Employee Stock Option (right to buy) 11.89 2006-10-05 4 D 0 90750 0 D 2014-03-15 Common Stock, $.01 par value 90750 0 D Employee Stock Option (right to buy) 12.25 2006-10-05 4 D 0 90750 0 D 2014-11-09 Common Stock, $.01 par value 90750 0 D Employee Stock Option (right to buy) 59.13 2006-10-05 4 D 0 80000 0 D 2010-01-11 Common Stock, $.01 par value 80000 0 D Employee Stock Option (right to buy) 29.38 2006-10-05 4 D 0 30000 0 D 2010-04-13 Common Stock, $.01 par value 30000 0 D Shares in line 1 of Table I were disposed of in a merger transaction between MRO Software, Inc. and IBM Corporation (the "Merger") for a cash price of $25.80 per share, as set forth in the Definitive Proxy Statement of MRO Software dated August 28, 2006, relatring to the Merger (the "Merger Proxy Statement"). One-half (50%) of the shares in line 2 of Table I were disposed of in the Merger for a cash price of $25.80 per share. The remaining 50% of these shares were converted into the right to receive $25.80 per share in cash installments over a period of time and provided that the Reporting Person remains employed by IBM Corporation as specified in the Reporting Person's offer letter with IBM Corporation, as described in the Merger Proxy Statement. The options listed in lines 1 - 4 of Table II were fully vested in accordance with thier original terms over a four year period following the date of grant, and these options were converted upon the Merger into the right to receive an amount in cash equal to the number of shares of MRO Software Common Stock subject to the options multiplied by the excess of $25.80 over the exercise price per share. Under their original terms, the options listed in lines 5 - 7 of Table II were scheduled to vest over a four year period following the date of grant. Effective as of September 30, 2005, these options were accelerated and vested in full, subject to to an Option Amendment Agreement between the Issuer and the Reporting Person in which the Reporting Person agreed to not exercise these options prior to the date on which they would otherwise have vested and become exercisable. Effective upon the Merger, this Option Amendment Agreement was terminated, and these options were all converted into the right to receive an amount in cash equal to the number of shares of MRO Software Common Stock subject to the options multiplied by the excess of $25.80 over the exercise price per share. The options listed in lines 8 & 9 of Table II were fully vested in accordance with their original terms over a four year period following the date of grant, and these options were cancelled in the Merger because ther exercise price exceeded $25.80. Norman E. Drapeau, Jr. 2006-10-06 -----END PRIVACY-ENHANCED MESSAGE-----