SEC Comment Letter for PROGRESS SOFTWARE (PRGS) — Jun 8, 2012
PROGRESS SOFTWARE CORP /MA
Date: June 8, 2012 · CIK: 0000876167 · Accession: 0000000000-12-029847
AI Filing Summary & Sentiment
Letter
June 7 , 2012 Via-Email Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd 830 Third Avenue, 3rd Floor New York, NY 10022
Re: Progress Software Corporation Preliminary Proxy Statement on Schedule 14A Filed March 5, 2012 by Starboard Value and Opportunity Master Fund Ltd et al. File No. 033-41752
Dear Mr. Smith :
We note from Progress Software Corporation’s Form 8 -K filed on May 7, 2012, you notified Progress Software that yo u withdrew your slate of nominees for election to Progress Software’s board of directors. Given that the proxy contest has ended, we have comp leted our review of your filing . We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respe ct to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by th e Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable rules require.
Sincerely,
/s/ Maryse Mills -Apenteng
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June 7 , 2012 Via-Email Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd 830 Third Avenue, 3rd Floor New York, NY 10022 Re: Progress Software Corporation Preliminary Proxy Statement on Schedule 14A Filed March 5, 2012 by Starboard Value and Opportunity Master Fund Ltd et al. File No. 033-41752 Dear Mr. Smith : We note from Progress Software Corporation’s Form 8 -K filed on May 7, 2012, you notified Progress Software that yo u withdrew your slate of nominees for election to Progress Software’s board of directors. Given that the proxy contest has ended, we have comp leted our review of your filing . We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respe ct to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by th e Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely, /s/ Maryse Mills -Apenteng Maryse Mills -Apenteng Special Counsel cc: Via-Email Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP