e8vk
 

 
 
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): February 5, 2008
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417
     
Massachusetts
(State or other jurisdiction of
incorporation or organization)
  04-2746201
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrant’s telephone number, including area code)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     On February 5, 2008, David Krall was appointed to the Board of Directors of Progress Software Corporation, effective immediately. It has not yet been determined on which, if any, standing committees of the Board of Directors Mr. Krall will serve.
     Mr. Krall has over 20 years of experience in the software industry, including most recently serving as President, CEO, and member of the Board of Directors of Avid Technology, Inc. from 2000 to 2007. Prior to that, Mr. Krall was Chief Operating Officer of Digidesign, the audio division of Avid. He is currently an advisor to high tech companies, based in the Silicon Valley, and a private investor. Mr. Krall holds a Masters of Business degree, with distinction, from Harvard University, and BS and SM degrees in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
     Subject to the approval of the Compensation Committee and in connection with his appointment to the Board, it is expected that Mr. Krall will be granted an option to purchase 25,000 shares of our common stock (or a comparable award) under our Director Compensation Program.
     There are no family relationships between Mr. Krall and any of our directors or executive officers. There is no arrangement or understanding between Mr. Krall and any other person pursuant to which he was selected as a director, nor are we aware, after inquiry of Mr. Krall, of any related-person transaction or series of transactions required to be disclosed under the rules of the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure
     On February 11, 2008, we issued a press release announcing Mr. Krall’s appointment, a copy of which is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits
  99.1   Press Release dated February 11, 2008

 


 

SIGNATURES
     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.
         
Date: February 11, 2008  Progress Software Corporation
 
 
  By:   /s/ Norman R. Robertson    
    Norman R. Robertson   
    Senior Vice President, Finance and Administration and Chief Financial Officer   

 

exv99w1
 

         
Exhibit 99.1
Press Contacts:
     
John Stewart
  Claire Rowberry
Progress Software
  LEWIS PR
+1 781-280-4101
  +1 617-226-8844
jstewart@progress.com
  progress@lewispr.com
Progress Software Corporation Appoints Industry Veteran
David Krall to Its Board of Directors
BEDFORD, Mass. February 11, 2008—Progress Software Corporation (NASDAQ: PRGS), a provider of leading application infrastructure software to develop, deploy, integrate and manage business applications, today announced the appointment of David Krall to the Board of Directors of Progress Software Corporation, effective immediately.
David Krall brings over 20 years experience in the software industry to Progress Software. Most recently, Krall served as the President, CEO and member of the Board of Directors for Avid Technology, Inc. from 2000 to 2007.
“David has built an impressive and successful career in the software industry over the past 20 years,” said Joseph Alsop, co-founder and CEO of Progress Software. “His experience in growing companies and helping them reach their technology and financial goals will be a great asset to our company and Board of Directors.”
Over the past seven years, as Avid Technology Inc.’s president and chief executive officer, Krall positioned the company as the leading technology and services provider of digital media software. During his tenure he capitalized on numerous opportunities that expanded his company’s market share across diverse marketplaces. Krall directed Avid’s efforts in revitalizing the company’s post-production and broadcast businesses, increasing revenues and profitability. He also propelled Avid into the consumer video and audio markets through strategic acquisitions.
Well-known in the software industry, Krall has keynoted several industry conferences on varying topics, including transitioning to high definition technology. Krall is also an advisor to several high tech companies based in the Silicon Valley, and a private investor.
Krall joined Avid Technology in 1995 as the Director of Program Management for Avid’s Digidesign audio division and later served as Digidesign’s Vice President of Engineering and led the division as Chief Operating Officer. Krall holds a Masters of Business degree, with distinction, from Harvard University, as well as BS and SM degrees in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
About Progress Software Corporation
Progress Software Corporation (NASDAQ: PRGS) provides application infrastructure software for the development, deployment, integration and management of business applications. Our goal is to maximize the benefits of information technology while minimizing its complexity and total cost of ownership. Progress can be reached at www.progress.com or +1-781-280-4000.
Any trademarks or service marks contained herein are the property of their respective owners.