SEC Comment Letter for PROGRESS SOFTWARE (PRGS) — Apr 17, 2012
PROGRESS SOFTWARE CORP /MA
Date: April 17, 2012 · CIK: 0000876167 · Accession: 0000000000-12-019314
AI Filing Summary & Sentiment
Letter
April 16, 2012 Via E-mail Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd 830 Third Avenue, 3rd Floor New York, NY 10022 Re: Progress Software Corporation Amendment No. 2 to Preliminar y Proxy Statement on Schedule 14A Filed April 12, 2012 by Starboard Value and Opportunity Master Fund Ltd et al. File No. 033-41752
Dear Mr. Smith: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amendi ng your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. General
1. Please revise the statement appearing th roughout your proxy statement that you are “soliciting proxies” to elect certain of the Company’s nominees. Rather, you are “rounding out” your slate of two candidates by permitting shareholders to vote for some Company nominees on your card. You may solicit proxies to vote in favor of only those nominees who are bona fide nominees, i.e., only those who have consented to being named in your proxy statement. See Rule 14a-4(d). Incorporation By Reference, page 20
2. In light of Progress Software Corporati on filing its preliminary proxy statement on April 6, 2012, please revise this section to provide specificity as to which requirements of
Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd April 16, 2012 Page 2 Schedule 14A you have omitted and are incor porating by reference to management’s proxy statement. Please refer to Rule 14a-5(c). Proxy Card
3. Please revise your proxy card to provide s ecurity holders with the opportunity to withhold authority for you to vote for any of th e registrant’s nominees in addition to your nominees. Please refer to Rule 14a-4(d)(iii).
Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or, in his absence, Maryse Mills-Apenteng, Special Counsel, at ( 202) 551-3457 with any ques tions. If you require further assistance, you may cont act me at (202) 551-3503.
Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel
Office of Mergers and Acquisitions
cc: Via E-mail
Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP
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April 16, 2012
Via E-mail
Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd 830 Third Avenue, 3rd Floor New York, NY 10022
Re: Progress Software Corporation
Amendment No. 2 to Preliminar y Proxy Statement on Schedule 14A
Filed April 12, 2012 by Starboard Value and Opportunity Master Fund Ltd
et al.
File No. 033-41752
Dear Mr. Smith:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
General
1. Please revise the statement appearing th roughout your proxy statement that you are
“soliciting proxies” to elect certain of the Company’s nominees. Rather, you are
“rounding out” your slate of two candidates by permitting shareholders to vote for some
Company nominees on your card. You may solicit proxies to vote in favor of only those
nominees who are bona fide nominees, i.e., only those who have consented to being
named in your proxy statement. See Rule 14a-4(d).
Incorporation By Reference, page 20
2. In light of Progress Software Corporati on filing its preliminary proxy statement on
April 6, 2012, please revise this section to provide specificity as to which requirements of
Jeffrey C. Smith
Starboard Value and Opportunity Master Fund Ltd April 16, 2012 Page 2
Schedule 14A you have omitted and are incor porating by reference to management’s
proxy statement. Please refer to Rule 14a-5(c).
Proxy Card
3. Please revise your proxy card to provide s ecurity holders with the opportunity to
withhold authority for you to vote for any of th e registrant’s nominees in addition to your
nominees. Please refer to Rule 14a-4(d)(iii).
Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or, in his absence,
Maryse Mills-Apenteng, Special Counsel, at ( 202) 551-3457 with any ques tions. If you require
further assistance, you may cont act me at (202) 551-3503.
Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel
Office of Mergers and Acquisitions
cc: Via E-mail
Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP