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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		640509105		Page		2		of		11

CUSIP No.		640509105		Page		3		of		11

CUSIP No.		640509105		Page		4		of		11

This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed on December 29, 2005 by Progress Software Corporation, a Massachusetts corporation, and Noble Acquisition Corp., a Delaware corporation (the “Purchaser”), relating to the offer by the Purchaser to purchase all of the outstanding shares of common stock (the “Shares”) of NEON Systems, Inc., a Delaware corporation, for $6.20 per Share, net to the seller in cash, and certain agreements entered into in connection therewith, on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 29, 2005, as amended, and in the related Letter of Transmittal (which as amended or supplemented from time to time, collectively constitute the “Offer”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Schedule 13D.

Item 2. Identity and Background.

The first and second paragraphs of Item 2 of the Schedule 13D are hereby amended to read in their entirety as follows:

“This Statement is filed by Progress Software Corporation, a Massachusetts corporation (“Progress”), Noble Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Progress, and John J. Moores.

The principal executive offices of Progress and the Purchaser are located at 14 Oak Park, Bedford, Massachusetts 01730. The business address of John J. Moores is 12680 High Bluff Drive, #200, San Diego, California 92130. Mr. Moores’ present principal occupation is investor and Mr. Moores is a citizen of the United States.”

The fifth paragraph of Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:

“(d) and (e) During the last five years, neither Progress nor the Purchaser, nor, to the best of their knowledge, any person identified in Schedules I or II has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, John J. Moores has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 5. Interest in Securities of the Issuer.

     The first paragraph of Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

     “The Company has informed us that, as of December 16, 2005, there were 9,569,041 Shares issued and outstanding. At that date, the Voting Agreement Signatories (as defined below) collectively beneficially owned 4,216,368 outstanding Shares, representing approximately 44.1% of the Shares outstanding, not including Shares that are issuable upon exercise of options and/or warrants, as of December 16, 2005. John J. Moores, one of the Voting Agreement Signatories, beneficially owned 4,202,568 outstanding Shares, representing approximately 43.9% of the Shares outstanding, not including Shares that are issuable upon exercise of options and/or warrants, as of December 16, 2005. Of such 4,202,568 outstanding Shares, Mr. Moores has sole voting and dispositive power with respect to 3,458,303 outstanding Shares and shared voting and dispositive power with various trusts and other entities with respect to 744,265 outstanding Shares. This Statement assumes that options to purchase 1,467,500 shares of common stock held by Voting Agreement Signatories are exercisable in full within sixty days of the date of this Statement (the “Exercisable Options”). None of such Exercisable Options are held by John J. Moores. The Voting Agreement Signatories collectively beneficially own 5,683,868 Shares (including Exercisable Options), representing approximately 51.5% of the Shares outstanding if beneficial ownership is reported in accordance with Rule 13d-3 promulgated under the Exchange Act.”

Item 7. Materials To Be Filed As Exhibits.

The following document is filed as an exhibit:

99.5		Joint Filing Agreement of Progress, the Purchaser and John J. Moores dated January 31, 2006.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: January 31, 2006

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1		Agreement and Plan of Merger dated December 19, 2005 among Progress, the Purchaser and the Company (Exhibit 99.1 to the current report on Form 8-K filed by Progress with the SEC on December 22, 2005 and incorporated herein by reference).
99.2		Form of Voting and Tender Agreement, dated December 19, 2005, by and among Progress, the Purchaser and each of Mark J. Cresswell, Brian D. Helman, Chris Garner, Jerry Paladino, Shelby R. Fike, Robert Evelyn, Richard Holcomb, George H. Ellis, David F. Cary, Loretta Cross, William W. Wilson III, John J. Moores and 39 trusts and other entities affiliated with John J. Moores (Exhibit 99.2 to the current report on Form 8-K filed by Progress with the SEC on December 22, 2005 and incorporated herein by reference).
99.3		Form of Offer to Purchase dated December 29, 2005, as amended (Exhibit (a)(1)(A) to the Schedule TO-T/A filed by Progress and the Purchaser with the SEC on January 19, 2006 and incorporated herein by reference).
99.4		Form of Letter of Transmittal (Exhibit (a)(1)(B) to the Schedule TO-T filed by Progress and the Purchaser with the SEC on December 29, 2005 and incorporated herein by reference).
99.5		Joint Filing Agreement of Progress, the Purchaser and John J. Moores dated January 31, 2006.

Exhibit 99.5

JOINT FILING AGREEMENT

     The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13D/A with respect to the common stock, par value $0.01 per share, of NEON Systems, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file such Schedule 13D/A, and any further amendments or supplements to Schedule 13D, jointly on behalf of each such party.

Date: January 31, 2006

/s/ John J. Moores
John J. Moores