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): December 11, 2013
Pegasystems Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-11859
| Massachusetts | 04-2787865 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Rogers 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 changes 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)) |
| Item 7.01. | Regulation FD Disclosure |
On December 16, 2013, the Company issued a press release announcing an expansion of its current share repurchase program. Under this expansion, the expiration date of the current repurchase program has been extended from December 31, 2013 to December 31, 2014, and $15 million in repurchases of the Company’s common stock has been approved, over and above the amounts repurchased through December 11, 2013. This expansion is effective from December 11, 2013 to December 31, 2014.
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 current repurchase program will be repurchased under the Company’s 10b5-1 Plan.
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 annual and quarterly periods ending between December 31, 2013 and December 31, 2014.
| Item 9.01. | Financial Statements and Exhibits |
| EX-99.1 | Press Release issued by Pegasystems Inc. on December 16, 2013 |
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: December 16, 2013 | By: | /s/ Rafeal E. Brown | ||
| Rafeal E. Brown | ||||
| Chief Administration Officer, Chief Financial Officer and Senior Vice President | ||||
Exhibit Index
| Exhibit |
Description | |
| EX-99.1 | Press Release issued by Pegasystems Inc. on December 16, 2013 | |