Transaction valuation* | Amount of filing fee** | |||||||
$17,875,505 | $1,912.68*** |
* | 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. |
** | 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. |
*** | Previously paid in connection with the filing persons Schedule TO filed with the Securities and Exchange Commission on December 22, 2006. |
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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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. |
o |
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INTRODUCTORY STATEMENT | ||||||||
Item 12. Exhibits. | ||||||||
SIGNATURE | ||||||||
Ex-(a)(5)(D) Offer to Amend Certain Stock Options |
(a)(5)(D) | 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. |
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Progress Software Corporation |
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By: | /s/ Norman R. Robertson | |||
Norman R. Robertson | ||||
Senior Vice President, Finance and Administration and Chief Financial Officer | ||||
Exhibit Number
|
Description | |
(a)(1)(A)
|
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). | |
(a)(1)(B)
|
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). | |
(a)(1)(C)
|
Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(C) to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Corporations Offer to Amend Certain Stock Options. | |
(b)
|
Not applicable. | |
(d)(1)
|
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)
|
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). | |
(d)(3)
|
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). | |
(d)(4)
|
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). | |
(d)(5)
|
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). | |
(d)(6)
|
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). | |
(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 Companys 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 Companys 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 reference to Exhibit (d)(9) to the Companys 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 Companys 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 Companys Tender Offer Statement on Schedule TO dated December 22, 2006). | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
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