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): March 15, 2019
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.) |
1 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 changed 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 Rule12b-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 March 15, 2019, 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 June 30, 2019 to June 30, 2020, and an additional $60 million in repurchases of the Company’s common stock has been authorized. This expansion is effective immediately. 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 April 15, 2019 to shareholders of record as of April 1, 2019.
The Company has established apre-arranged stock repurchase plan, intended to comply with the requirements of Rule10b5-1 under the Securities Exchange Act of 1934, as amended, and of Rule10b-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 on Form10-K and quarterly reports on Form10-Q filed with the Securities and Exchange Commission for the annual and applicable quarterly periods ending between March 31, 2019 and December 31, 2020.
| 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: March 19, 2019 | | | | By: | | /s/ Matthew J. Cushing |
| | | | | | Matthew J. Cushing |
