SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of Earliest Event Reported) October 23, 2006
THE ULTIMATE SOFTWARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-24347
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65-0694077 |
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(State or other jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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2000 Ultimate Way, Weston, Florida
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33326 |
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(Address of principal executive offices)
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(Zip Code) |
(954) 331-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c ) under the Exchange Act (17 CFR 240.13e-4(c ))
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Item 5.02. |
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Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers |
(d) Election of New Director
The Ultimate Software Group, Inc. (the Company) hereby amends its Current Report on Form 8-K
that was filed with the Securities and Exchange Commission on October 27, 2006 (the Original Form
8-K) to supplement information regarding the election of Alois T. Leiter as a director to the
Board of Directors of the Company, which was disclosed in the Original Form 8-K.
In October 2002, Mr. Leiter entered into an agreement with the Company pursuant to which he
agreed to (i) attend and participate in certain internal meetings of the Company; (ii) assist the
Companys salespeople with prospects; and (iii) act as an official spokesperson for the Company in
exchange for which the Company agreed to make contributions to Leiters Landing, Mr. Leiters
non-profit charitable organization benefiting children, in the amount of one tenth (1/10) of one
percent, or 0.1%, of the Companys total revenue as reported on its financial statements. Pursuant
to this agreement, for the fiscal year ended December 31, 2005 and for the nine months ended
September 30, 2006, the Company contributed a total of approximately $84,000 and $78,000,
respectively, to Leiters Landing.
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 thereunto duly authorized.
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THE ULTIMATE SOFTWARE GROUP, INC.
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By: |
/s/ Mitchell K. Dauerman
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Mitchell K. Dauerman |
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Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
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Dated: October 31, 2006