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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): June 25, 2008
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417
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Massachusetts
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04-2746201 |
(State or other jurisdiction of
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(I.R.S. employer |
incorporation or organization)
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identification no.) |
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On June 25, 2008, at 9:00 am, Progress Software Corporation, a Massachusetts corporation
(Progress Software), and IONA Technologies PLC, a public limited company incorporated under Irish
law (IONA) conducted a joint webcast conference call with investors and analysts regarding the
contemplated acquisition pursuant to a scheme of arrangement under Section 201 of the Irish
Companies Act of 1963 (the Act) whereby SPK Acquisition Limited (SPK), a private limited
company incorporated under Irish law and a wholly-owned subsidiary of Progress Software, will
acquire all of the issued and to be issued ordinary share capital of IONA for cash (the Scheme).
The script of the webcast conference call is attached to this Current Report on Form 8-K as Exhibit
99.1 and incorporated herein by reference.
On June 25, 2008, Progress Software will post a list of frequently asked questions regarding
the contemplated acquisition to its internal website. This list of frequently asked questions is
attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by
reference.
On June 25, 2008, Progress Software posted a list of frequently asked questions regarding the
acquisition to its external website. This list of frequently asked questions is attached to this
Current Report on Form 8-K as Exhibit 99.3, and is incorporated herein by reference.
On June 25, 2008, the members of management of Progress Software and IONA conducted a joint
presentation regarding the acquisition to IONA employees. The slides that were used during the
joint presentation to IONA employees are attached to this Current Report on Form 8-K as Exhibit
99.4, and are incorporated herein by reference.
On
June 25, 2008, Progress Software and IONA conducted presentations for investors,
analysts and media representatives regarding the acquisition. The slides that were used during these presentations are
attached to this Current Report on Form 8-K as Exhibit 99.5, and are incorporated herein by
reference.
Forward-Looking Statements
Certain items in this Form 8-K may contain forward-looking statements that are based on
current expectations or beliefs, as well as assumptions about future events. Forward-looking
statements are statements that contain predictions or projections of future events or performance,
and often contain words such as anticipates, can, estimates, believe, expects,
projects, will, might, or other words indicating a statement about the future. These
statements are based on our current expectations and beliefs and are subject to a number of trends
and uncertainties that could cause actual events to differ materially from those described in the
forward-looking statements. Reliance should not be placed on any such statements because of their
very nature, they are subject to known and unknown risks and uncertainties and can be affected by
factors that could cause them to differ materially from those expressed or implied in the
forward-looking statements. We can give no assurance that expectations will be attained. Risks,
uncertainties and other important factors that could cause actual results to differ from those
expressed or implied in the forward looking statements include: uncertainties as to the timing of
the closing of Progress Softwares acquisition of IONA; uncertainties as to whether the
shareholders of IONA will vote in favor of IONAs acquisition by Progress Software; the risk that
competing offers to acquire IONA will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the transaction; the effects of
disruption from the transaction making it more difficult to maintain relationships with employees,
licensees, other business partners or governmental entities; other business effects, including the
effects of industry, economic or political conditions outside of Progress Softwares or IONAs
control; transaction costs; actual or contingent liabilities; uncertainties as to whether
anticipated synergies will be realized; uncertainties as to whether IONAs business will be
successfully integrated with Progress Softwares business; and other risks and uncertainties
discussed in documents filed with the U.S. Securities and Exchange Commission by Progress Software
and IONA, including the Annual Report on Form 10-K filed by Progress Software on January 29, 2008,
as well as the Quarterly Report on Form 10-Q filed by Progress Software on April 9, 2008, and the
Annual Report on Form 10-K filed by IONA on March 14, 2008, as well as the Quarterly Report on Form
10-Q filed by IONA on May 12, 2008. Such forward-looking statements speak only as of the date of
this announcement. We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in
our expectations with regard thereto or change in events, conditions, or circumstances on which any
such statement is based.
Statement Required by the Takeover Rules
The directors of SPK and the directors of Progress Software accept responsibility for the
information contained in this Form 8-K. To the best of the knowledge and belief of the directors
of SPK and the directors of Progress Software (who have taken all reasonable care to ensure that
such is the case), the information contained in this Form 8-K for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Important Additional Information and Where to Find It
In connection with the acquisition, IONA intends to file with the Securities and Exchange
Commission and mail to its shareholders a proxy statement (comprising the scheme of arrangement
document). Investors and shareholders of IONA are urged to read the proxy statement (comprising
the scheme of arrangement document) and the other relevant materials when they become available
because they will contain important information about Progress Software, SPK, IONA and the proposed
acquisition and related matters.
The proxy statement (comprising the scheme of arrangement document) and other relevant
materials (when they become available), and any and all documents filed by Progress Software and
IONA with the Securities and Exchange Commission, may be obtained free of charge at the Securities
and Exchange Commissions web site at www.sec.gov. In addition, investors and shareholders may
obtain free copies of the documents filed with the Securities and Exchange Commission by Progress
Software by directing a written request to Progress Software, 14 Oak Park Drive, Bedford,
Massachusetts 01730, United States of America, Attention: Investor Relations, and by IONA by
directing a written request to IONA, c/o IONA Technologies, Inc., 200 West Street, Waltham,
Massachusetts 02451, United States of America, Attention: Investor Relations.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (COMPRISING THE SCHEME OF
ARRANGEMENT DOCUMENT) AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED ACQUISITION.
As of the date of this Form 8-K, Progress Software and its affiliates own 362,000 IONA shares
in total, representing approximately 0.99 per cent of the issued share capital of IONA and have an
economic interest, through contracts for difference, in 1,442,873 IONA shares in total,
representing approximately 3.95 per cent of the issued share capital of IONA.
Progress Software, SPK Acquisitions Limited and IONA Technologies plc and their respective
executive officers and directors may be deemed to be participants in the solicitation of proxies
from the shareholders of IONA in connection with the acquisition. Information about those
executive officers and directors of Progress is set forth in Progress Softwares Annual Report on
Form 10-K for the year ended 30 November 2007, which was filed with the Securities and Exchange
Commission on 29 January 2008, the proxy statement for Progress Softwares 2008 Annual Meeting,
which was filed with the Securities and Exchange Commission on 24 March 2008, and is supplemented
by other public filings made, and to be made, with the Securities and Exchange Commission.
Information about those executive officers and directors of IONA and their ownership of IONA Shares
is set forth in IONAs Annual Report on Form 10-K for the year ended 31 December 2007, which was
filed with the Securities and Exchange Commission on 14 March 2008, and the proxy statement for
IONAs 2008 Annual General Meeting, which was filed with the Securities and Exchange Commission on
29 April 2008, and is supplemented by other public filings made, and to be made, with the
Securities and Exchange Commission. Investors and shareholders may obtain additional information
regarding the direct and indirect interests of Progress Software, SPK Acquisitions Limited, IONA
and their respective executive officers and directors in the acquisition by reading the proxy
statement (comprising the scheme of arrangement document) and other filings referred to above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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.
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Date: June 25, 2008 |
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Progress Software Corporation |
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By:
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/s/ Norman R. Robertson
Senior Vice President, Finance and
Administration and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Script of Joint Webcast Conference Call held on June 25, 2008. |
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99.2
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Extended Frequently Asked Questions. |
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99.3
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Short Form Frequently Asked Questions. |
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99.4
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Slide Presentation to IONA Employees held on June 25, 2008. |
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99.5
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Slide Presentation to Investors,
Analysts and Media Representatives held on June 25, 2008. |