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): March 7, 2007

Progress Software Corporation

Commission file number: 0-19417

Massachusetts		04-2746201
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)

(781) 280-4000
(Registrant’s telephone number, including area code)

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:

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))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On March 7, 2007, Barry Bycoff was appointed to the Board of Directors of Progress Software Corporation, effective immediately. It has not yet been determined on which, if any, standing committees of the Board of Directors Mr. Bycoff will serve. Mr. Bycoff will serve with Director Charles Kane on the Special Litigation Committee of the Board of Directors formed in connection with the pending derivative lawsuits.

     Mr. Bycoff has 25 years of experience in the computer and software industry, which includes the founding of Netegrity in 1996. He is currently a Venture Partner at Pequot Ventures, the venture investing arm of Pequot Capital Management. Mr. Bycoff also currently serves on the Board of Visitors at Duke University’s Pratt School of Engineering and as Chairman of the Board of Directors at Aveksa Inc. Mr. Bycoff holds an MBA degree from Boston University and a BA in Political Science and Psychology from the University of Massachusetts at Boston.

     Subject to the approval of the Compensation Committee of the Board of Directors, Mr. Bycoff will be granted an option to purchase 10,000 shares of our common stock. The grant will be made under our 1997 Stock Incentive Plan. The option will have a term of seven years and an exercise price equal to the closing price of our common stock on the date of grant. The option will vest in equal monthly increments over 60 months beginning on the first day of the month following the date of grant.

     There are no family relationships between Mr. Bycoff and any of our directors or executive officers. There is no arrangement or understanding between Mr. Bycoff and any other person pursuant to which he was selected as a director, nor are we aware, after inquiry of Mr. Bycoff, of any related-person transaction or series of transactions required to be disclosed under the rules of the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure

     On March 13, 2007, we issued a press release announcing Mr. Bycoff’s appointment, a copy of which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

     99.1 Press Release dated March 13, 2007

SIGNATURES

     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.

Exhibit 99.1

Press Contacts:
John Stewart		Claire Rowberry
Progress Software Corporation		LEWIS PR
+ 781-280-4101		+1 617-226-8841
jstewart@progress.com		progress@lewispr.com

PROGRESS SOFTWARE APPOINTS INDUSTRY VETERAN BARRY BYCOFF TO ITS BOARD OF DIRECTORS

BEDFORD, Mass., March 13, 2007—Progress Software Corporation (NASDAQ: PRGS), a provider of leading application infrastructure software to develop, deploy, integrate and manage business applications, today announced the appointment of Barry Bycoff to the Board of Directors of Progress Software Corporation, effective immediately.

Barry Bycoff brings over 25 years of experience in the computer and software industry to Progress Software, and is currently a Venture Partner at Pequot Ventures, where he joined in 2005 to assist portfolio companies with their operations and to make selected investments.

“Barry is a software industry veteran who is consistently successful,” said Joseph Alsop, co-founder and CEO of Progress Software. “His experience and leadership in building software companies into highly profitable market leaders will be a great asset to our board.”

During his lengthy tenure in the computer and software industry, Mr. Bycoff has demonstrated his ability for building companies into highly profitable market leaders. In 1996, he founded Netegrity and created a new product category for enterprise security software. The company received the “Product of the Year” award from Network World Magazine. At the same time, as Chairman, CEO and President, he engineered the transformation of Netegrity’s predecessor company into a leading developer of enterprise software. Barry directed the company’s growth from publicly held start up to one of the fastest growing software companies in the industry with a dominant market share and revenues of close to $100 million when the company was acquired by Computer Associates for approximately $450 million at the end of November, 2004.

Mr. Bycoff’s history with Netegrity dates back to 1993, when he became CEO of Software Developer’s Corporation (SDC), a distributor of technical software and hardware. Mr. Bycoff joined SDC when it was feeling the effects of a changing software distribution business. Turning the company around, he managed to double it in size and return it to profitability. It was through conversations with customers that he realized that, as the internet took off, there would be a huge need for e-business security software. Subsequent to the Board buying into his vision, SDC was sold and the funds were used to create Netegrity in 1996.

Mr. Bycoff and Netegrity have received much recognition from technology and financial industry. Mr. Bycoff was named Ernst and Young’s 2001 New England Entrepreneur of the Year in the Software Category. He served as co-chair of TechNet’s CEO Taskforce on Cyber Security. He has made many appearances on television and at industry events and has sat on the Board of Directors for a number of technology companies. Netegrity ranked among the Boston Globe’s Hi Tech 50 for the last 4 years. It was named the “Best 3-Year Performer” in The Wall Street Journal’s annual Shareholder Scoreboard; one of Forbes Magazine’s Best Managed, Fastest Growing Companies and a Bloomberg’s 100 Fastest growing Companies.

Prior to leading Netegrity, Mr. Bycoff was Chief Operating Officer at MapInfo Corporation (MAPS), where he spent 3 years developing this company into the leader in the geographic information systems market. Before that, he was at Prime Computer where he served as Vice President of Marketing and ran several business units. He began his career at the Gillette Company in the IT and Financial Organizations.

Mr. Bycoff graduated from the University of Massachusetts at Boston with a BA in Political Science and Psychology, and earned an MBA from Boston University as a research fellow and graduated cum laude. He currently serves on the Board of Directors of Aveksa and the Board of Visitors at Duke University Pratt School of Engineering.

Progress Software Corporation

Progress Software Corporation (NASDAQ: PRGS) provides application infrastructure software for the development, deployment, integration and management of business applications. Our goal is to maximize the benefits of information technology while minimizing its complexity and total cost of ownership. Progress can be reached at www.progress.com or +1-781-280-4000.

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