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): June 4, 2015

Pegasystems Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-11859


Massachusetts 04-2787865
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)

One Rogers Street, Cambridge, Massachusetts 02142

(Address of principal executive offices, including zip code)


(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changes 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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01. Regulation FD Disclosure

On June 4, 2015, the Company issued a press release announcing an expansion of its current share repurchase program. Under this expansion, the expiration date of the current repurchase program has been extended from December 31, 2015 to June 30, 2016, and an additional $50 million in repurchases of the Company’s common stock has been authorized. This expansion is effective from June 4, 2015 to June 30, 2016. The Company also announced a quarterly cash dividend of $0.03 per share, maintaining the Company’s current dividend program. The quarterly cash dividend will be paid on July 15, 2015 to shareholders of record as of July 1, 2015.

The Company has established a pre-arranged stock repurchase plan, intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and of Rule 10b-18 of the Exchange Act and may establish other such plans (collectively, the “10b5-1 Plan”). Shares that are repurchased under the current repurchase program will be repurchased under the Company’s 10b5-1 Plan.

Any actual repurchases under the current repurchase program will be disclosed in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the annual and applicable quarterly periods ending between June 30, 2015 and December 31, 2016.


Item 9.01. Financial Statements and Exhibits

EX-99.1                              Press Release issued by Pegasystems Inc. on June 4, 2015.


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.


Pegasystems Inc.

Date:  June 4, 2015




/s/    Anne T. Warner


Anne T. Warner
General Counsel and Secretary

Exhibit Index


Exhibit No.



Press Release issued by Pegasystems Inc. on June 4, 2015