SEC Comment Letter for PROGRESS SOFTWARE (PRGS) — Nov 18, 2009
PROGRESS SOFTWARE CORP /MA
Date: Nov. 18, 2009 · CIK: 0000876167 · Accession: 0000000000-09-065524
AI Filing Summary & Sentiment
Referenced dates: August 17, 2009, May 7, 2009
Letter
Division of Corporation Finance UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Mail Stop 4561 October 26, 2009 Via U.S. Mail and Facsimile (781) 280-4901 Norman R. Robertson Chief Financial Officer Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730
Re: Progress Software Corporation Amendment No. 1 to Form 10-K for the Fiscal Year Ended November 30, 2008 Filed March 27, 2009 Form 10-Q for the Fiscal Quarter Ended May 31, 2009 Filed July 10, 2009 Definitive Proxy Statement Filed April 10, 2009 File No. 033-41752
Dear Mr. Robertson:
We have reviewed the above-referenced filings and your response letter dated August 17, 2009 and have the following comments . Unless otherwise noted, where prior comments are referred to they refer to our letter dated May 7, 2009 and the above-referenced filings. Should you have any ques tions concerning our co mments or any other aspect of our review, please feel free to call us at the te lephone numbers listed at the end of this letter.
Norman R. Robertson Progress Software Corporation October 26, 2009 Page 2 Amendment No. 1 to Annual Report on Form 10-K for fiscal year ended November 30, General
1. We refer to your response to our prio r comment 1 and note that file numbers beginning with 033 are used to designate filers that are subject to the filing obligations of Section 15(d) of the Exchange Act. Given that you indicate on the cover page of your Form 10-K that you have a class of securiti es registered under Section 12(b) of the Exchange Act, please provide for us your analysis as to why you believe 033-41752 is the appropriate file number for your periodic reports. Part III
Item 11. Executive Compensation
Compensation Discussion and Analysis
Executive Compensation Components, page 7
2. We refer to you response to our prior co mment 3 and note your statement that certain executives assisted Mr. Al sop in his recommendations to your Compensation Committee relating to target cash compensation levels. In your response, please identify the executive offi cers that assisted Mr. Alsop in his proposals and provide a brie f description of the assi stance provided. See Item 402(b)(2)(xv) of Regulation S-K.
Definitive Proxy Statement filed on April 10, 2009
3. We refer to your response to our prio r comment and note your reliance on Exchange Act Rule 14a—6(a) and your statement that the proposal regarding the size of your board of director s is directly related to the election of directors. Please note that Rule 14a-6(a)(1) refers solely to the actual election of directors and not matters related thereto. Accordi ngly, please confirm in your response that you will file future proxy statements in pr eliminary form when matters to be acted upon at an annual meeting include matters other than those enumerated in Exchange Act Rule 14a-6(a)(1).
Norman R. Robertson Progress Software Corporation October 26, 2009 Page 3 Form 10-Q for Quarter Ended May 31, 2009
Item 4. Controls and Procedures, page 23 4. We refer to your response to our pr ior comment 6 and note that that your disclosure controls and procedures we re not effective at May 31, 2009 due to a material weakness. In your response, pl ease tell us what specifically caused your review procedures to fail to identify errors in the data accumulation process and how long this material weakness existed.
* * * * * You may contact Ryan Houseal, Attorn ey-Advisor, at (202) 551-3105 or, in his absence, me at (202) 551-3456. If you require further assistance, pl ease contact Barbara C. Jacobs, Assistant Director, at (202) 551-3735. Sincerely,
Matthew M. Crispino Staff Attorney
Show Raw Text
Division of Corporation
Finance UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mail Stop 4561 October 26, 2009 Via U.S. Mail and Facsimile (781) 280-4901
Norman R. Robertson Chief Financial Officer Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730
Re: Progress Software Corporation
Amendment No. 1 to Form 10-K for the Fiscal Year Ended November
30, 2008
Filed March 27, 2009
Form 10-Q for the Fiscal Quarter Ended May 31, 2009
Filed July 10, 2009
Definitive Proxy Statement
Filed April 10, 2009 File No. 033-41752
Dear Mr. Robertson:
We have reviewed the above-referenced filings and your response letter dated
August 17, 2009 and have the following comments . Unless otherwise noted, where prior
comments are referred to they refer to our letter dated May 7, 2009 and the above-referenced filings. Should you have any ques tions concerning our co mments or any other
aspect of our review, please feel free to call us at the te lephone numbers listed at the end
of this letter.
Norman R. Robertson
Progress Software Corporation
October 26, 2009 Page 2 Amendment No. 1 to Annual Report on Form 10-K for fiscal year ended November 30,
2008
General
1. We refer to your response to our prio r comment 1 and note that file numbers
beginning with 033 are used to designate filers that are subject to the filing
obligations of Section 15(d) of the Exchange Act. Given that you indicate on the
cover page of your Form 10-K that you have a class of securiti es registered under
Section 12(b) of the Exchange Act, please provide for us your analysis as to why
you believe 033-41752 is the appropriate file number for your periodic reports.
Part III
Item 11. Executive Compensation
Compensation Discussion and Analysis
Executive Compensation Components, page 7
2. We refer to you response to our prior co mment 3 and note your statement that
certain executives assisted Mr. Al sop in his recommendations to your
Compensation Committee relating to target cash compensation levels. In your
response, please identify the executive offi cers that assisted Mr. Alsop in his
proposals and provide a brie f description of the assi stance provided. See Item
402(b)(2)(xv) of Regulation S-K.
Definitive Proxy Statement filed on April 10, 2009
3. We refer to your response to our prio r comment and note your reliance on
Exchange Act Rule 14a—6(a) and your statement that the proposal regarding the size of your board of director s is directly related to the election of directors.
Please note that Rule 14a-6(a)(1) refers solely to the actual election of directors
and not matters related thereto. Accordi ngly, please confirm in your response that
you will file future proxy statements in pr eliminary form when matters to be acted
upon at an annual meeting include matters other than those enumerated in
Exchange Act Rule 14a-6(a)(1).
Norman R. Robertson
Progress Software Corporation October 26, 2009 Page 3 Form 10-Q for Quarter Ended May 31, 2009
Item 4. Controls and Procedures, page 23
4. We refer to your response to our pr ior comment 6 and note that that your
disclosure controls and procedures we re not effective at May 31, 2009 due to a
material weakness. In your response, pl ease tell us what specifically caused your
review procedures to fail to identify errors in the data accumulation process and
how long this material weakness existed.
* * * * *
You may contact Ryan Houseal, Attorn ey-Advisor, at (202) 551-3105 or, in his
absence, me at (202) 551-3456. If you require further assistance, pl ease contact Barbara
C. Jacobs, Assistant Director, at (202) 551-3735.
Sincerely,
Matthew M. Crispino
Staff Attorney