As filed with the Securities and Exchange Commission on April 30, 2008

Registration No. 33-50654

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

PROGRESS SOFTWARE CORPORATION

Massachusetts		04-2746201
(State of Incorporation)		(I.R.S. Employer Identification Number)

Joseph W. Alsop
Progress Software Corporation
14 Oak Park
Bedford, Massachusetts 01730
(Name and Address of Agent for Service)

(781) 280-4000
(Telephone Number, Including Area Code, of Agent For Service)

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 þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

EXPLANATORY NOTE

     Progress Software Corporation (the “Company”) is filing this post-effective amendment to deregister certain of the securities originally registered pursuant to the Registration Statement on Form S-8 (File No. 33-50654), filed with the Securities and Exchange Commission on August 12, 1992 (the “Registration Statement”) with respect to shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), thereby registered for issuance under the Company’s 1992 Incentive and Nonqualified Stock Option Plan (the “1992 Plan”). An aggregate of 6,000,000 shares of Common Stock were registered for issuance under the 1992 Plan.

     On April 24, 2008, the Company’s shareholders approved the Company’s 2008 Stock Option and Incentive Plan (the “2008 Plan”). Following the approval of the 2008 Plan, no future awards will be made under the 1992 Plan. The maximum number of shares of Common Stock reserved and available for issuance under the 2008 Plan includes the shares available for grant under the 1992 Plan, as of the effective date of the 2008 Plan. The total number of shares available for grant under the 1992 Plan on that date was 32,188 shares (the “Carried Forward Shares”). The Carried Forward Shares include 32,188 shares registered under the Registration Statement, which are hereby deregistered.

     Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Company is filing a Registration Statement on Form S-8 to register the Carried Forward Shares for issuance pursuant to the 2008 Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Bedford, the Commonwealth of Massachusetts, on this 30^th day of April, 2008.

		PROGRESS SOFTWARE CORPORATION
		By:		/s/ Joseph W. Alsop
				Joseph W. Alsop
				Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Joseph W. Alsop		Chief Executive Officer and Director		April 30, 2008
Joseph W. Alsop		(Principal Executive Officer)
/s/ Norman R. Robertson   Norman R. Robertson		Senior Vice President, Finance and Administration and Chief Financial Officer		April 30, 2008
		(Principal Financial Officer)
/s/ David H. Benton, Jr.		Vice President and Corporate Controller		April 30, 2008
David H. Benton, Jr.		(Principal Accounting Officer)
Barry N. Bycoff		Director		April 30, 2008
/s/ Roger J. Heinen, Jr.   Roger J. Heinen, Jr.		Director		April 30, 2008
/s/ Charles F. Kane   Charles F. Kane		Director		April 30, 2008
/s/ David A. Krall   David A. Krall		Director		April 30, 2008
/s/ Michael L. Mark   Michael L. Mark		Chairman of the Board of Directors		April 30, 2008

EXHIBIT INDEX

Exhibit No.		Description
23.1*		Consent of Deloitte & Touche LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 33-50654 on Form S-8 of our reports dated January 29, 2008, relating to the consolidated financial statements of Progress Software Corporation (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective December 1, 2005), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Progress Software Corporation for the year ended November 30, 2007.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 30, 2008