UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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 15, 2018
Pegasystems Inc.
(Exact name of registrant as specified in its charter)
Commission FileNumber: 1-11859
| | |
| Massachusetts | | 04-2787865 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
One Rogers Street, Cambridge, Massachusetts 02142
(Address of principal executive offices, including zip code)
617-374-9600
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On June 21, 2018, the Company issued a press release announcing an expansion of its current share repurchase program. A copy of such press release is attached as Exhibit 99.1 to this Current Report onForm 8-K and is incorporated herein by reference in its entirety. Under this expansion, the expiration date of the current repurchase program has been extended from June 30, 2018 to June 30, 2019, and the amount of stock the Company is authorized to repurchase has been increased from approximately $23.5 million, the amount remaining in the current program, to $50 million. This expansion is effective from June 15, 2018 to June 30, 2019.
At the Company’s discretion, the purchases will be made from time to time on the open market or in privately negotiated transactions. Shares may be repurchased in such amounts as market conditions warrant, subject to regulatory and other considerations.
The Company has established apre-arranged stock repurchase plan intended to comply with the requirements ofRule 10b5-1 under the Securities Exchange Act of 1934, as amended, and ofRule 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’s10b5-1 Plan.
Any actual repurchases under the current repurchase program will be disclosed in the Company’s annual reports onForm 10-K and quarterly reports onForm 10-Q filed with the Securities and Exchange Commission for the annual and applicable quarterly periods ending between June 30, 2018 and December 31, 2019.
Item 9.01. Financial Statements and Exhibits
Signature(s)
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.
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| | | | Pegasystems Inc. |
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| Date: June 21, 2018 | | | | By: | | /s/ Matthew J. Cushing |
| | | | | | Matthew J. Cushing |
| | | | | | Vice President, Chief Commercial Officer, General Counsel and Secretary |
