UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)

 

Progress Software Corporation

(Name of Subject Company (Issuer))

(Name of Filing Person (Issuer and Offeror))

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

with copies to:
Robert W. Sweet, Jr., Esq.
John D. Hancock, Esq.
Foley Hoag llp
155 Seaport Boulevard
Boston, Massachusetts 02210

Transaction valuation*		Amount of filing fee**
$17,875,505		$1,912.68***

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

Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:

o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o		third-party tender offer subject to Rule 14d-1.
þ		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

INTRODUCTORY STATEMENT

     This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2006, as amended by Amendment No. 1 filed with the SEC on January 4, 2007, Amendment No. 2 filed with the SEC on January 17, 2007 and Amendment No. 3 filed with the SEC on January 24, 2007 (as amended, the “Schedule TO”), by Progress Software Corporation, a Massachusetts corporation (the “Company”). The Schedule TO relates to the issuer tender offer by the Company to amend outstanding “Eligible Options” (as defined in the Offer to Amend, dated December 22, 2006 (the “Offer to Amend”), filed as Exhibit (a)(1)(A) to the Schedule TO) held by individuals subject to taxation in the United States so they may avoid potential adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, upon the terms and subject to the conditions set forth in the Offer to Amend and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Amend, as each may be amended or supplemented from time to time, constitute the “Offer”), filed as Exhibit (a)(1)(C) to the Schedule TO. Each eligible participant in the Offer may elect to amend each of his or her Eligible Options to increase the exercise price per share of the Company’s common stock, par value $0.01 per share, purchasable thereunder and to receive from the Company a special Cash Bonus (as defined in the Offer to Amend), upon the terms and subject to the conditions set forth in the Offer to Amend and in the Letter of Transmittal.

Item 1. Summary Term Sheet.

     Item 1 of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

Item 4. Terms of the Transaction.

     Item 4(a) of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     Item 6 of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

Item 11. Additional Information.

     Item 11(b) of the Schedule TO is hereby amended and restated to read in its entirety as follows:

     “(b) On January 31, 2007, the Company will distribute to eligible participants in the Offer a notice of extension, a copy of which is attached hereto as Exhibit (a)(5)(G) and incorporated herein by reference, announcing that the Company is extending the Offer, upon the terms and subject to the conditions set forth in the Offer to Amend and in the Letter of Transmittal, until 12:00 midnight, Eastern Time, on February 7, 2007, in connection with the SEC’s pending review of the Offer and to afford eligible participants in the Offer additional time to elect to amend their Eligible Options. The Offer had been previously scheduled to expire at 12:00 midnight, Eastern Time, on January 31, 2007. As of the close of business on January 30,

2007, eligible participants had accepted the Offer with respect to Eligible Options to purchase up to approximately 1.8 million shares of the Company’s common stock, representing approximately 96% of the shares of common stock purchasable under Eligible Options outstanding as of December 15, 2006.”

     “Except for the extension of the expiration date, the Offer remains subject to the terms and conditions set forth in the Offer to Amend, the Letter of Transmittal and other related tender offer materials filed by the Company with the SEC.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following:

(a)(5)(G) Notice of Extension of the Expiration Date of the Offer, dated January 31, 2007.

SIGNATURE

     After due 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.

Exhibit Number		Description
(a)(1)(A)		Offer to Amend, dated December 22, 2006 (incorporated by reference to Exhibit (a)(1)(A) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(1)(B)		Announcement of Offer to Amend (incorporated by reference to Exhibit (a)(1)(B) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(1)(C)		Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(C) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(1)(D)		Withdrawal Form (incorporated by reference to Exhibit (a)(1)(D) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)		Form of Reminder of Expiration Date (incorporated by reference to Exhibit (a)(5)(A) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(5)(B)		Form of Notice of Amendment of Eligible Options and Eligibility for Cash Bonus (incorporated by reference to Exhibit (a)(5)(B) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(5)(C)		Form of Option Summary (incorporated by reference to Exhibit (a)(5)(C) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(5)(D)		Presentation by Ernst & Young LLP to eligible participants in the Offer on January 4, 2007, entitled “Progress Software Corporation’s Offer to Amend Certain Stock Options” (incorporated by reference to Exhibit (a)(5)(D) to Amendment No. 1 dated January 4, 2007 to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(5)(E)		Form of Communication to each Eligible Participant regarding Estimated Cash Payment Amounts and Scheduled Cash Payment Dates (incorporated by reference to Exhibit (a)(5)(E) to Amendment No. 2 dated January 16, 2007 to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).

Exhibit Number		Description
(a)(5)(F)		Notice of Extension of the Expiration Date of the Offer (incorporated by reference to Exhibit (a)(5)(F) to Amendment No. 3 dated January 24, 2007 to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(a)(5)(G)		Notice of Extension of the Expiration Date of the Offer, dated January 31, 2007
(b)		Not applicable.
(d)(1)		Progress Software Corporation 1992 Incentive and Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 1992).
(d)(2)		Progress Software Corporation 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 1994).
(d)(3)		Progress Software Corporation 1997 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2000).
(d)(4)		Progress Software Corporation 2002 Nonqualified Stock Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2002).
(d)(5)		Progress Software Corporation 2004 Inducement Stock Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004).
(d)(6)		Employee Retention and Motivation Agreement executed by each Executive Officer of the Company (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 1998).
(d)(7)		First amendment to Employee Retention and Motivation Agreement executed by each Executive Officer of the Company (incorporated by reference to Exhibit 10.10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 1999).
(d)(8)		Letter agreement dated November 15, 2005 with Joseph W. Alsop regarding Fiscal 2005 Stock Option Grant (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K dated as of November 15, 2005).
(d)(9)		Form of Option Amendment Agreement, with payment to the Company, executed by certain executive officers of the Company (incorporated by

Exhibit Number		Description
		reference to Exhibit (d)(9) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(d)(10)		Form of Option Amendment Agreement, with payment to the Company, executed by certain non-employee directors of the Company (incorporated by reference to Exhibit (d)(10) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(d)(11)		Form of Option Amendment Agreement, with cash bonus, executed by certain executive officers of the Company (incorporated by reference to Exhibit (d)(11) to the Company’s Tender Offer Statement on Schedule TO dated December 22, 2006).
(g)		Not applicable.
(h)		Not applicable.

Exhibit (a)(5)(G)

To:		Eligible Participants in Progress Software’s Offer to Amend Certain Options
From:		Progress Software Corporation
Subject:		Extension of the Expiration Date of the Offer to Amend
Date:		January 31, 2007

As you know, Progress Software Corporation is conducting an offer to amend certain outstanding options, as described in more detail in our Offer to Amend dated December 22, 2006 (the “Offer to Amend”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Amend, as each may be amended or supplemented from time to time, constitute the “Offer”).

On January 24, 2007 (the original expiration date of the Offer), we informed you that we were extending the Offer until 12:00 midnight, Eastern Time, on January 31, 2007. We have determined to further extend the Offer until 12:00 midnight, Eastern Time, on February 7, 2007. Accordingly, the new Expiration Date of the Offer (as described in the Offer to Amend) is February 7, 2007.

The extension of the Offer will afford eligible participants additional time in which to evaluate and respond to the Offer. As of the close of business on January 30, 2007, eligible participants had accepted the Offer with respect to eligible options to purchase up to approximately 1.8 million shares of our common stock, representing approximately 96% of the shares of common stock purchasable under eligible options outstanding as of December 15, 2006.

As noted in the notice of extension sent to you on January 24, 2007, the staff of the Securities and Exchange Commission has selected our tender offer documents for review. We have been responding to the staff’s comments, but while the staff’s review is pending we will not complete the Offer. Although at this time we are extending the Expiration Date of the Offer until February 7, 2007, it is possible that further extensions will be necessary. If we further extend the Expiration Date, we will advise you by a similar notice.

If you have already submitted a properly completed Letter of Transmittal in accordance with the terms of the Offer and do not wish to change your decision to participate in the Offer, you do not need to do anything at this time. If you wish to amend your eligible options in accordance with the terms of the Offer and have not already responded by submitting a properly completed and signed Letter of Transmittal in accordance with the terms of the Offer, we encourage you to do so as soon as possible and in any event before 12:00 midnight, Eastern Time, on February 7, 2007.

In connection with the tender offer, you previously received (1) the Offer to Amend, (2) the Letter of Transmittal and (3) a Withdrawal Form. If you did not receive these documents, please contact Susan Goida of Ernst & Young LLP at (800) 425-4425 (domestic) or (201) 872-5840 (international) to request a free copy of these documents. You should read these tender offer documents carefully because they contain important information about the tender offer. We have filed these and related tender offer documents with the SEC, and you can obtain them for free at the SEC’s web site (www.sec.gov).