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): December 19, 2005
PROGRESS SOFTWARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Massachusetts
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033-41752
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04-2746201 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
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File Number)
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Identification Number) |
14 Oak Park, Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
(781) 280-4000
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below).
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))
TABLE OF CONTENTS
Item 8.01 Other Events
On December 19, 2005, Progress Software Corporation (“Progress”), together with its
wholly-owned subsidiary, Noble Acquisition Corp., a Delaware corporation (“Merger Sub”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with NEON Systems, Inc., a Delaware
corporation (“NEON”). Pursuant to the Merger Agreement, Merger Sub will commence a cash tender
offer (the “Offer”) to acquire all of the outstanding shares of common stock of NEON at a price of
$6.20 per share in cash (or approximately $68 million in the aggregate). Consummation of the Offer
remains subject to the tender of a majority of the outstanding shares of common stock of NEON and
satisfaction of customary closing conditions. Following the Offer, Merger Sub will be merged with
and into NEON, the effect of which is to make NEON a wholly-owned subsidiary of Progress (the
“Merger”). In connection with the Merger, any shares of Company common stock that are not tendered
in the Offer will be converted into the right to receive $6.20 per share in cash. Neither Progress
nor any of its affiliates has a material relationship with NEON or any of its affiliates.
Concurrently with the execution of the Merger Agreement, certain of the stockholders of NEON,
including its directors and officers and John J. Moores, who together hold approximately 44% of
NEON’s outstanding common stock, entered into voting and tender agreements with Progress and Merger
Sub agreeing to, among other things, tender in the Offer their shares of common stock of NEON (the
“Voting Agreements”).
The foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to
be complete and are qualified in their entirety by the terms and conditions of the Merger Agreement
and the form of Voting Agreement, respectively, copies of which are filed as Exhibits 99.1 and
99.2, respectively, and are incorporated by reference. A copy of the press release issued by
Progress on December 20, 2005 announcing the signing of the Merger Agreement is filed as Exhibit 99.3 and is
incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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99.1 |
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Agreement and Plan of Merger by and among Progress Software Corporation, Noble
Acquisition Corp. and NEON Systems, Inc. dated December 19, 2005 |
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99.2 |
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Form of Voting and Tender Agreement by and among Progress Software Corporation,
Noble Acquisition Corp. and the directors, officers and certain stockholders of NEON
Systems, Inc. |
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99.3 |
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Press Release dated December 20, 2005 (Exhibit 99.1 to the Schedule TO-C filed
by Progress Software Corporation with the SEC on December 20, 2005 and incorporated herein by reference) |
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