SEC Comment Letter for PROGRESS SOFTWARE (PRGS) — Apr 25, 2012
PROGRESS SOFTWARE CORP /MA
Date: April 25, 2012 · CIK: 0000876167 · Accession: 0000000000-12-021279
AI Filing Summary & Sentiment
Letter
April 25 , 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 Definitive Additional Material s on Schedule 14A Filed April 23, 2012 by Starboard Value and Opportunity Master Fund Ltd et al. File No. 033-41752
Dear Mr. Smith :
We have reviewed your filing an d 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 amending 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 circumstances 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 comme nts, we may have additional comments.
General
1. We note your statement that “the Company has been unwilling to engage with Starboard participants to commence discussions regarding a constructive solution to the pending proxy contest.” Your definitive proxy statement filed on April 23, 2012 indicates that Starboard met with Mr. Bhatt on March 7, 2012 to discuss Board composition, with no further indication of an unwillingness to enga ge the Starboard participants. You should provide factual s upport for your descriptions regarding the actions, beliefs, conversations or statements of others. Alternatively, please characterize these assertions as your belief or opinion, and ensure that your belief or opinion has a reasonable basis.
Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd . April 25 , 2012 Page 2
Please co ntact Edwin Kim , Attorney -Advisor, at (202) 551 -3297 or , in his absence, the undersigned at (202) 551 -3457 with any questions. If you require further assistance, you may contact David Orlic, Special Counsel, Office of Mergers and Acquisitions, at (202) 55 1-3503.
Sincerely,
/s/ Maryse Mills-Apenteng
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April 25 , 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 Definitive Additional Material s on Schedule 14A Filed April 23, 2012 by Starboard Value and Opportunity Master Fund Ltd et al. File No. 033-41752 Dear Mr. Smith : We have reviewed your filing an d 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 amending 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 circumstances 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 comme nts, we may have additional comments. General 1. We note your statement that “the Company has been unwilling to engage with Starboard participants to commence discussions regarding a constructive solution to the pending proxy contest.” Your definitive proxy statement filed on April 23, 2012 indicates that Starboard met with Mr. Bhatt on March 7, 2012 to discuss Board composition, with no further indication of an unwillingness to enga ge the Starboard participants. You should provide factual s upport for your descriptions regarding the actions, beliefs, conversations or statements of others. Alternatively, please characterize these assertions as your belief or opinion, and ensure that your belief or opinion has a reasonable basis. Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd . April 25 , 2012 Page 2 Please co ntact Edwin Kim , Attorney -Advisor, at (202) 551 -3297 or , in his absence, the undersigned at (202) 551 -3457 with any questions. If you require further assistance, you may contact David Orlic, Special Counsel, Office of Mergers and Acquisitions, at (202) 55 1-3503. Sincerely, /s/ Maryse Mills-Apenteng Maryse Mills -Apenteng Special Counsel cc: Via-Email Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP