As filed with the Securities and Exchange Commission on May 5, 2010
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PEGASYSTEMS INC.
(Exact name of Registrant as specified in its charter)
| Massachusetts | 04-2787865 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
101 Main Street
Cambridge, MA 02142
(617) 374-9600
(Address including zip code, and telephone number, including area code, of principal executive offices)
Chordiant Software, Inc. 2005 Equity Incentive Plan
Chordiant Software, Inc. 2000 Nonstatutory Equity Incentive Plan
Chordiant Software, Inc. Amended and Restated 1999 Non-Employee Director Stock Option Plan
Prime Response Group, Inc. 1998 Stock Option/Stock Issuance Plan
(Full title of the plan)
Shawn Hoyt
General Counsel and Secretary
Pegasystems Inc.
101 Main Street
Cambridge, MA 02142
(617) 374-9600
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Jeffrey D. Saper
Lawrence M. Chu
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer |
¨ | Accelerated filer | x | |||||||
| Non-accelerated filer |
¨ | Smaller Reporting Company | ¨ |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be (1) |
Proposed (2) |
Proposed Offering Price (2) |
Amount of Registration Fee | ||||
| Common Stock, par value $0.01 per share |
||||||||
| — Chordiant Software, Inc. 2005 Equity Incentive Plan |
3,067 | $23.11 | $70,878.37 | $5.05 | ||||
| — Chordiant Software, Inc. 2000 Nonstatutory Equity Incentive Plan |
1,294 | $28.12 | $36,387.28 | $2.59 | ||||
| — Chordiant Software, Inc. Amended and Restated 1999 Non-Employee Director Stock Option Plan |
60 | $29.84 | $1,790.40 | $0.13 | ||||
| — Prime Response Group, Inc. 1998 Stock Option/Stock Issuance Plan |
22 | $34.41 | $757.02 | $0.05 | ||||
| TOTAL: |
4,443 | $109,813.07 | $7.82 | |||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Calculated solely for purposes of this offering under Rule 457(c) and Rule 457(h)(1) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price at which the options may be exercised for shares of Common Stock of Pegasystems Inc. for each of the employee benefit plans covered by this Registration Statement on Form S-8. |
PEGASYSTEMS INC.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY STATEMENT
Pegasystems Inc., a Massachusetts corporation (the “Registrant”) has previously registered shares of its common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-8, dated April 23, 2010 (Registration No. 333-166287) for issuance under the Chordiant Software, Inc. 2005 Equity Incentive Plan (the “2005 Plan”), Chordiant Software, Inc. 2000 Nonstatutory Equity Incentive Plan, Chordiant Software, Inc. Amended and Restated 1999 Non-Employee Director Stock Option Plan and Prime Response Group, Inc. 1998 Stock Option/Stock Issuance Plan (the “Plans”), which Registration Statement is incorporated herein by reference. This Registration Statement has been prepared by the Registrant in accordance with the requirements of Form S-8, as amended, and relates to 4,443 shares of Common Stock, which represent additional shares issuable under the Plans.
PART II
| Item 8. | Exhibits. |
| Exhibit |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1) | |
| 24.1 | Power of Attorney (see page 2) | |
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 City of Cambridge, State of Massachusetts, on May 5, 2010.
| PEGASYSTEMS, INC. | ||
| By: |
/s/ SHAWN HOYT | |
| Name: |
Shawn Hoyt | |
| Title: |
General Counsel and Secretary | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Pegasystems, Inc., a Massachusetts corporation, do hereby constitute and appoint Craig Dynes and Shawn Hoyt, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ ALAN TREFLER Alan Trefler |
Chief Executive Officer and Chairman (Principal Executive Officer) | May 4, 2010 | ||
| /s/ CRAIG DYNES Craig Dynes |
Senior Vice President, Chief Financial Officer (Principal Financial Officer) | May 4, 2010 | ||
| /s/ EFSTATHIOS KOUNINIS Efstathios Kouninis |
Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) | May 3, 2010 | ||
| /s/ RICHARD JONES Richard Jones |
Vice Chairman and Director | May 3, 2010 | ||
| /s/ CRAIG CONWAY Craig Conway |
Director |
May 3, 2010 | ||
| /s/ PETER GYENES Peter Gyenes |
Director |
May 3, 2010 | ||
| /s/ STEVEN KAPLAN Steven Kaplan |
Director |
May 4, 2010 | ||
| /s/ JAMES O’HALLORAN James O’Halloran |
Director |
May 4, 2010 | ||
| /s/ WILLIAM WYMAN William Wyman |
Director |
May 3, 2010 | ||
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INDEX TO EXHIBITS
| Exhibit |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1) | |
| 24.1 | Power of Attorney (see page 2) | |
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