SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROGRESS SOFTWARE CORPORATION
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(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2746201
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 OAK PARK, BEDFORD, MASSACHUSETTS 01730
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(Address of Principal Executive Offices) (Zip code)
Progress Software Corporation
2002 NONQUALIFIED STOCK PLAN
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(Full title of the plan)
Joseph W. Alsop, Chief Executive Officer
Progress Software Corporation
14 Oak Park
BEDFORD, MASSACHUSETTS 01730
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(Name and address of agent for service)
(781) 280-4000
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(Telephone number, including area code,
of agent for service)
WITH A COPY TO:
Robert L. Birnbaum, Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered Registered(1) offering price per share aggregate offering price Registration Fee
--------------------------- -------------- ------------------------ ------------------------ ----------------
Common Stock, $.01
par value per share 3,000,000 (2) $12.29 (3) $36,870,000 (3) $3,392.04
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there are also
registered an indeterminate number of additional shares which may be issued
if the antidilution provisions of the Plan become operative.
(2) Represents shares issuable pursuant to options or awards that may be
granted in the future under the Plan.
(3) In accordance with Rules 457(c) and (h)(1) under the Securities Act of
1933, the offering price for these shares is estimated, solely for the
purpose of determining the registration fee, based on the average of the
high and low sale prices of the common stock as reported by the Nasdaq
Stock Market on November 12, 2002.
INTRODUCTION
This Registration Statement covers 3,000,000 shares of our common stock
issuable pursuant to our 2002 Nonqualified Stock Plan. These shares are in
addition to the 3,500,000 shares of common stock issuable pursuant to the 2002
Nonqualified Stock Option Plan that have been registered pursuant to the
Registration Statement on Form S-8, File No. 333-98035, which we filed with the
Securities and Exchange Commission on August 13, 2002.
The contents of our Registration Statement on Form S-8, File No.
333-98035, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on the 15th
day of November, 2002.
PROGRESS SOFTWARE CORPORATION
By: /s/ Joseph W. Alsop
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Joseph W. Alsop
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph W. Alsop and Norman R. Robertson,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ JOSEPH W. ALSOP Chief Executive Officer and Director November 15, 2002
---------------------------------------- (Principal Executive Officer)
Joseph W. Alsop
/s/ NORMAN R. ROBERTSON Senior Vice President, Finance and November 15, 2002
---------------------------------------- Administration and Chief Financial
Norman R. Robertson Officer (Principal Financial Officer)
/s/ DAVID H. BENTON, JR. Vice President and Corporate November 15, 2002
---------------------------------------- Controller (Principal Accounting
David H. Benton, Jr. Officer)
/s/ LARRY R. HARRIS Director November 15, 2002
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Larry R. Harris
/s/ ROGER J. HEINEN, JR. Director November 15, 2002
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Roger J. Heinen, Jr.
Signature Title Date
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/s/ MICHAEL L. MARK Director November 15, 2002
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Michael L. Mark
/s/ ARTHUR J. MARKS Director November 15, 2002
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Arthur J. Marks
/s/ SCOTT A. MCGREGOR Director November 15, 2002
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Scott A. McGregor
/s/ AMRAM RASIEL Director November 15, 2002
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Amram Rasiel
EXHIBITS
5.1 Opinion of Counsel
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)