sctoviza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 15)
Progress Software Corporation
(Name of Subject Company (Issuer))
Progress Software Corporation
(Name of Filing Person (Issuer and Offeror))
Options to Purchase Shares of Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
Not applicable
(CUSIP Number of Class of Securities)
Joseph W. Alsop
Progress Software Corporation
14 Oak Park
Bedford, Massachusetts 01730
(781) 280-4000
(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
Calculation of Filing Fee
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Transaction valuation* |
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Amount of filing fee** |
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$17,875,505 |
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$1,912.68*** |
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* |
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Estimated for purposes of calculating the filing fee only. This amount is based on the
Black-Scholes option valuation model, and assumes that all eligible existing options to
purchase 1,836,887 shares of common stock of Progress Software Corporation will be amended
pursuant to this offer, which may not occur. |
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 5 for fiscal year 2006,
equals $107 per $1,000,000 of the value of the transaction. |
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Previously paid in connection with the filing persons Schedule TO filed with the Securities
and Exchange Commission on December 22, 2006. |
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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. |
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Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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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:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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:
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TABLE OF CONTENTS
INTRODUCTORY STATEMENT
This Amendment No. 15 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, Amendment No. 3 filed with the SEC on January 24, 2007, Amendment No. 4 filed
with the SEC on January 31, 2007, Amendment No. 5 filed with the SEC on February 7, 2007, Amendment
No. 6 filed with the SEC on February 12, 2007, Amendment No. 7 filed with the SEC on February 14,
2007, Amendment No. 8 filed with the SEC on February 16, 2007, Amendment No. 9 filed with the SEC
on February 21, 2007, Amendment No. 10 filed with the SEC on March 1, 2007, Amendment No. 11 filed
with the SEC on March 8, 2007, Amendment No. 12 filed with the SEC on March 15, 2007, Amendment No.
13 filed with the SEC on March 22, 2007 and Amendment No. 14 filed with the SEC on March 29, 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 (as amended and
supplemented, 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 and/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 Companys 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 supplemented to add the following:
- 2 -
On April 5, 2007, the Company distributed to eligible participants in the Offer a notice of
amendment and extension, a copy of which is attached hereto as Exhibit (a)(5)(T) and incorporated
herein by reference. The notice announces that the Company has amended the terms of the Offer to
provide that (i) an employee who accepts the Offer to amend his or her eligible options will
receive a contractual right to receive the entire amount of the Cash Bonus attributable to those
options in one lump sum on or about January 2, 2008, regardless of whether the employee is employed
by the Company on the date of payment, (ii) there are no longer any vesting conditions on any
portion of the Cash Bonus, and (iii) an employee does not need to remain employed by the Company
for any period of time after the Amendment Date (as defined in the Offer to Amend) in order to
receive the entire amount of his or her Cash Bonus. Accordingly, there is no longer any difference
in the contractual payment terms with respect to amended eligible options that are vested at the
expiration of the Offer and options that vest thereafter; the Company will pay the entire Cash
Bonus attributable to all options amended pursuant to the Offer, whether vested or unvested, on or
about January 2, 2008.
The notice also announces that the Company has amended the terms of the Offer to exclude
former directors and executive officers as eligible participants in the Offer.
Finally, the notice announces that the Company has extended the Offer, upon the terms and
subject to the conditions set forth in the Offer to Amend and in the Letter of Transmittal, until
5:00 p.m., Eastern Time, on April 12, 2007. The Offer had been previously scheduled to expire at
5:00 p.m., Eastern Time, on April 5, 2007.
As of the close of business on April 4, 2007, eligible participants had accepted the Offer
with respect to Eligible Options to purchase up to approximately 1.76 million shares of the
Companys common stock, representing approximately 99.9% of the shares of common stock purchasable
under Eligible Options outstanding as of that date.
Except for the amendments to the terms of the Offer described in Exhibit (a)(5)(T) and 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:
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(a)(5)(B)
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Form of Notice of Amendment of Eligible Options and Contractual Commitment to Pay Cash
Bonus, as amended. |
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(a)(5)(O)
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Form of Notice of Acceptance of Eligible Options, as amended. |
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(a)(5)(P)
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[Removed and reserved.] |
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(a)(5)(T)
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Notice of Payment Acceleration, Extension of the Expiration Date of the Offer, and
Exclusion of Former Directors and Executive Officers, dated April 5, 2007. |
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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.
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Progress Software Corporation
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By: |
/s/ Norman R. Robertson
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Norman R. Robertson |
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Senior Vice President, Finance and Administration
and Chief Financial Officer |
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Date: April 5, 2007
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Exhibit Number |
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Description |
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(a)(1)(A)
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Offer to Amend, dated December 22, 2006 (incorporated by reference to Exhibit (a)(1)(A)
to the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(1)(B)
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Announcement of Offer to Amend (incorporated by reference to Exhibit (a)(1)(B) to the
Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(1)(C)
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Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(C) to the Companys
Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(1)(D)
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Withdrawal Form (incorporated by reference to Exhibit (a)(1)(D) to the Companys Tender
Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(2)
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Not applicable. |
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(a)(3)
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Not applicable. |
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(a)(4)
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Not applicable. |
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(a)(5)(A)
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Form of Reminder of Expiration Date (incorporated by reference to Exhibit (a)(5)(A) to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(B)
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Form of Notice of Amendment of Eligible Options and Contractual Commitment to Pay Cash
Bonus, as amended. |
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(a)(5)(C)
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Form of Option Summary (incorporated by reference to Exhibit (a)(5)(C) to the Companys
Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(D)
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Presentation by Ernst & Young LLP to eligible participants in the Offer on January 4,
2007, entitled Progress Software Corporations Offer to Amend Certain Stock Options
(incorporated by reference to Exhibit (a)(5)(D) to Amendment No. 1 dated January 4, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(E)
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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 Companys Tender Offer Statement on Schedule TO
dated December 22, 2006). |
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Exhibit Number |
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Description |
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(a)(5)(F)
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Notice of Extension of the Expiration Date of the Offer, dated January 24, 2007
(incorporated by reference to Exhibit (a)(5)(F) to Amendment No. 3 dated January 24, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(G)
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Notice of Extension of the Expiration Date of the Offer, dated January 31, 2007
(incorporated by reference to Exhibit (a)(5)(G) to Amendment No. 4 dated January 31, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(H)
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Notice of Extension of the Expiration Date of the Offer, dated February 7, 2007
(incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 5 dated February 7, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(I)
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Notice of Revised Payment Date of the Vested Cash Bonus and Extension of the Expiration
Date of the Offer, dated February 12, 2007 (incorporated by reference to Exhibit (a)(5)(I) to
Amendment No. 6 dated February 12, 2007 to the Companys Tender Offer Statement on Schedule TO
dated December 22, 2006). |
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(a)(5)(J)
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Notice regarding Eligible Participants in the Offer, dated February 14, 2007
(incorporated by reference to Exhibit (a)(5)(J) to Amendment No. 7 dated February 14, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(K)
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Communication to each Eligible Participant regarding Exercise of Eligible Options, dated
February 16, 2007 (incorporated by reference to Exhibit (a)(5)(K) to Amendment No. 8 dated
February 16, 2007 to the Companys Tender Offer Statement on Schedule TO dated December 22,
2006). |
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(a)(5)(L)
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Notice of Extension of the Expiration Date of the Offer, dated February 21, 2007
(incorporated by reference to Exhibit (a)(5)(L) to Amendment No. 9 dated February 21, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(M)
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Notice of Extension of the Expiration Date of the Offer, dated March 1, 2007
(incorporated by reference to Exhibit (a)(5)(M) to Amendment No. 10 dated March 1, 2007 to the
Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(N)
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Notice of Extension of the Expiration Date of the Offer, dated March 8, 2007
(incorporated by reference to Exhibit (a)(5)(N) to Amendment No. 11 dated March 8, 2007 to the
Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(O)
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Form of Notice of Acceptance of Eligible Options, as amended. |
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Exhibit Number |
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Description |
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(a)(5)(P)
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[Removed and reserved.] |
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(a)(5)(Q)
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Notice of Extension of the Expiration Date of the Offer, dated March 15, 2007
(incorporated by reference to Exhibit (a)(5)(Q) to Amendment No. 12 dated March 15, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(R)
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Notice of Extension of the Expiration Date of the Offer, dated March 22, 2007
(incorporated by reference to Exhibit (a)(5)(R) to Amendment No. 13 dated March 22, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(S)
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Notice of Extension of the Expiration Date of the Offer, dated March 29, 2007
(incorporated by reference to Exhibit (a)(5)(S) to Amendment No. 14 dated March 29, 2007 to
the Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(a)(5)(T)
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Notice of Payment Acceleration, Extension of the Expiration Date of the Offer, and
Exclusion of Former Directors and Executive Officers, dated April 5, 2007. |
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(b)
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Not applicable. |
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(d)(1)
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Progress Software Corporation 1992 Incentive and Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 31, 1992). |
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(d)(2)
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Progress Software Corporation 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the quarter ended August 31,
1994). |
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(d)(3)
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Progress Software Corporation 1997 Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 2000). |
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(d)(4)
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Progress Software Corporation 2002 Nonqualified Stock Plan (incorporated by reference to
Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the quarter ended May 31,
2002). |
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(d)(5)
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Progress Software Corporation 2004 Inducement Stock Plan (incorporated by reference to
Exhibit 10.12 to the Companys Annual Report on Form 10-K for the fiscal year ended November
30, 2004). |
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(d)(6)
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Employee Retention and Motivation Agreement executed by each Executive Officer of the
Company (incorporated by reference to Exhibit 10.10 to the Companys Annual Report on Form
10-K for the fiscal year ended November 30, 1998). |
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Exhibit Number |
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Description |
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(d)(7)
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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 Companys
Quarterly Report on Form 10-Q for the quarter ended August 31, 1999). |
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(d)(8)
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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 Companys current report on
Form 8-K dated as of November 15, 2005). |
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(d)(9)
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Form of Option Amendment Agreement, with payment to the Company, executed by certain
executive officers of the Company (incorporated by reference to Exhibit (d)(9) to the
Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(d)(10)
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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
Companys Tender Offer Statement on Schedule TO dated December 22, 2006). |
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(d)(11)
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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 Companys Tender Offer
Statement on Schedule TO dated December 22, 2006). |
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(g)
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Not applicable. |
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(h)
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Not applicable. |
exv99wxayx5yxby
Exhibit (A)(5)(B)
FORM OF NOTICE OF
AMENDMENT OF ELIGIBLE OPTIONS
AND CONTRACTUAL COMMITMENT TO PAY CASH BONUS
To [name]:
As we previously announced, we have completed our offer to amend certain outstanding options
(the Offer). As a result of the Offer, the per share exercise price of each of your
eligible options has been amended as set forth on Exhibit A attached hereto. Accordingly,
the exercise price per share for each of your amended options is as listed under the heading
Amended Exercise Price on Exhibit A.
The option amendments have been processed with E*Trade, and you may once again use E*Trade to
exercise your options in accordance with their terms. Each amended option will continue to vest in
accordance with the same vesting schedule measured from the same vesting commencement date
currently in effect for such option. The amendment of the per share exercise price of any option
has had no effect on the options vesting schedule, exercise period, option term or any other term
of the option.
In addition, we hereby make a contractual commitment to pay you a special cash bonus (the
Cash Bonus) in accordance with the terms and conditions of the Offer as set forth in the
Offer to Amend dated December 22, 2006, the related Letter of Transmittal and the other tender
offer documents that we have filed with the SEC, each as amended or supplemented (collectively, the
Offer Documents). We have calculated your Cash Bonus as the amount set forth under the
heading Aggregate Cash Bonus on Exhibit A. The Offer Documents, all of which are
incorporated herein by reference, reflect the entire contractual agreement between you and Progress
with respect to this transaction. This contractual agreement may be amended only by means of a
written agreement signed by you and an authorized officer of Progress.
The entire amount of the Cash Bonus will be paid to you on or about January 2, 2008,
regardless of whether you are employed by us on the date of payment. There are no vesting
conditions on any portion of the Cash Bonus. You do not need to remain employed by us for any
period of time to receive your entire Cash Bonus.
We must withhold all applicable U.S. federal, state and local income and employment
withholding taxes as well as all applicable foreign taxes and other payments from the Cash Bonus
payment, and you will receive only the portion of the payment remaining after those taxes and
payments have been withheld.
Sincerely,
Progress Software Corporation
Exhibit (A)(5)(O)
Exhibit A
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Number of |
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Number |
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Original |
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Amended |
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Shares |
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of Shares |
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Exercise |
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Exercise |
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Constituting an |
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Option Number |
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Grant Date |
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Granted |
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Price |
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Price |
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Eligible Option |
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Cash Bonus |
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exv99wxayx5yxoy
Exhibit (A)(5)(O)
FORM OF NOTICE OF ACCEPTANCE
OF ELIGIBLE OPTIONS
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To:
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Eligible Participants in Progress Softwares Offer to Amend Certain Options |
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From:
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Progress Software Corporation |
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Subject:
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Acceptance of Eligible Options |
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Date:
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April ___, 2007 |
We are pleased to announce that we have completed our 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 (which, together with the Offer to Amend, as
each may be amended or supplemented from time to time, constitute the Offer).
We have accepted all properly submitted acceptances of the Offer with respect to eligible
options covering [number] shares of our common stock. The per share exercise price of each such
option has been deemed to be amended to the fair market value per share of our common stock on the
applicable measurement date for tax purposes, as set forth in Schedule I to the Offer to Amend.
Please note that, in order to provide us time to process the option amendments with E*Trade,
E*Trade will not be available for holders of amended options to exercise any of their options for
approximately three business days. We will notify each holder of an amended option when the option
amendments have been processed with E*Trade.
Option holders whose eligible options have been amended in accordance with the Offer will receive a contractual right to receive
special cash bonuses in the aggregate amount of up to $[dollar amount] to compensate them for the increase in the exercise price per
share in effect for each of their amended options. In the next several business days, we will provide each holder of an amended
option with a personalized notice evidencing our contractual commitment to pay his or her cash bonus. The personalized notice will
also list the holders amended options, the adjusted exercise price per share in effect for each amended option and the amount of
the cash bonus. Our contractual commitment to pay the cash bonus is subject to the terms and conditions of the Offer.
exv99wxayx5yxty
Exhibit (A)(5)(T)
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To:
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Eligible Participants in Progress Softwares Offer to Amend Certain Options |
From:
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Progress Software Corporation |
Subject:
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Notice of Payment Acceleration, Extension of the Expiration Date of the Offer, and Exclusion of Former
Directors and Executive Officers |
Date:
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April 5, 2007 |
***** CHANGE IN TERMS OF OFFER *****
ACCELERATION OF PAYMENT
We are changing the terms of our offer to amend certain outstanding options (the Offer), and
we are also extending the Offer until 5:00 p.m., Eastern Time, on April 12, 2007 to give
you additional time to consider and respond to the new terms of the Offer. The new Expiration Date
of the Offer (as described in the Offer to Amend dated December 22, 2006) is April 12, 2007.
Acceleration of Payment of Unvested Cash Bonus
We are amending the Offer to accelerate the payment of the Unvested Cash Bonus and to remove
all vesting conditions to the payment of the Unvested Cash Bonus. Under the amended terms of the
Offer, an employee who properly accepts the offer to amend his or her eligible options will receive
a contractual right to receive the entire amount of the Cash Bonus attributable to those options in
one lump sum on or about January 2, 2008, regardless of whether the employee is employed by us on
the date of payment. There are no longer any vesting conditions on any portion of the Cash Bonus.
An employee does not need to remain employed by us for any period of time after the Amendment Date
in order to receive the entire amount of his or her Cash Bonus. The Amendment Date is the first
business day following the expiration date of the Offer. The offer is currently scheduled to
expire on April 12, 2007, and accordingly the Amendment Date is currently scheduled to occur on
April 13, 2007. (If we further extend the Offer, the scheduled Amendment Date will be postponed
accordingly.)
As a result of this amendment, there will no longer be any difference in the contractual
payment terms with respect to amended eligible options that are vested at the expiration of the
Offer and options that vest thereafter; we will pay the entire Cash Bonus attributable to all
options amended pursuant to the Offer, whether vested or unvested, on or about January 2, 2008. As
we discuss in more detail in the Offer to Amend, the delay in the payment of the Cash Bonus until
2008 is required by the provisions of Section 409A of the Internal Revenue Code of 1986, as
amended.
As described in the Offer to Amend, we must withhold all applicable U.S. federal, state and
local income and employment withholding taxes as well as all applicable foreign taxes and other
payments from the Cash Bonus payment, and employees who accept the Offer will receive only the
portion of the payment remaining after those taxes and payments have been withheld.
This change in the payment terms of the Cash Bonus does not affect any of the vesting or
exercisability terms of any amended eligible options. As described in more detail in the Offer to
Amend, other than the increase in the exercise price of each eligible option amended pursuant to
the Offer, each amended option will continue to be subject to the same vesting schedule, exercise
period, option term and other terms and conditions as in effect for that option immediately prior
to its amendment.
Exclusion of Former Directors and Executive Officers
We are also amending the Offer to exclude former directors and executive officers as Eligible
Participants in the Offer, even if they are current employees. At present, none of our current
directors and executive officers is eligible to participate in the Offer. However, we are
conducting the Offer in reliance on exemptions from certain rules of the Securities and Exchange
Commission regarding tender offers, and those exemptions require us to exclude as Eligible
Participants in the Offer all current and former directors and executive officers. Accordingly,
any employee who was formerly a director or executive officer of Progress is no longer eligible to
participate in the Offer.
As a reminder, under the current terms of the Offer, only individuals who are currently
employed by Progress or one of its subsidiaries and who remain so employed as of the close of
business on the Amendment Date are eligible to participate in the Offer. Individuals who cease to
be employed by Progress or one of its subsidiaries at any time before the close of business on the
Amendment Date will not be eligible to participate in the Offer.
General Matters
Please note that, in order to provide us time to process the option amendments with E*Trade,
E*Trade will not be available for holders of amended options to exercise any of their options for
approximately three business days after the Amendment Date. We will notify each holder of an
amended option when the option amendments have been processed with E*Trade.
Although at this time we are extending the Expiration Date of the Offer until April 12, 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.
As of the close of business on April 4, 2007, eligible participants had accepted the Offer
with respect to eligible options to purchase up to approximately 1.76 million shares of our common
stock, representing approximately 99.9% of the shares of common stock purchasable under eligible
options outstanding as of that date.
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 5:00 p.m., Eastern Time, on April 12, 2007.
In connection with the tender offer, you previously received (1) the Offer to Amend dated
December 22, 2006, (2) the related 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 SECs web site (www.sec.gov).