SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 6, 2002
Pegasystems Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State of incorporation or organization)
1-11859 04-2787865
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(Commission File Number) (I.R.S. Employer
Identification No.)
101 Main Street, Cambridge, MA 02142-1590
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (617) 374-9600
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Item 5. Other Events.
On February 6, 2002, pursuant to an Asset Purchase Agreement dated as
of January 29, 2002 (the "Purchase Agreement") by and among Pegasystems Inc., a
Massachusetts corporation (the "Company"), 1Mind Corporation, a Delaware
corporation ("1Mind"), 1Mind.com, LLC, a Delaware limited liability company and
a wholly owned subsidiary of 1Mind ("Target Subsidiary", and together with
1Mind, the "Sellers"), and the equity holders of 1Mind (the "Equity Holders"),
the Company acquired substantially all of the assets and specified liabilities
of the Sellers. In consideration for the acquired assets, at the closing the
Company (i) issued to 1Mind 384,189 unregistered shares of the Company's common
stock and a warrant to purchase 83,092 additional unregistered shares of the
Company's common stock for $70,808.28 and (ii) deposited into escrow 155,760
unregistered shares of the Company's common stock to secure the indemnification
obligations of the Equity Holders under the Purchase Agreement. The Purchase
Agreement provides for the Company to pay up to approximately $6 million of
additional consideration, payable in the form of common stock or cash, at the
Company's option, if the acquired business achieves specified revenue, backlog
and margin targets relating to 2002.
The foregoing description of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement and Exhibit 1.8(b)(ii) to the
Purchase Agreement (Form of Warrant), copies of which are included as Exhibit
2.0 and Exhibit 2.1, respectively, to this report and are incorporated into this
Item 2 by reference.
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SIGNATURE
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 hereunto duly authorized.
PEGASYSTEMS INC.
Date: February 21, 2002 By: /s/ Alan Trefler
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Alan Trefler
Chairman and Chief Executive Officer
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Exhibit Index
Exhibit No. Description
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2.0 Asset Purchase Agreement (portions of
this Exhibit have been omitted pursuant
to a request for confidential treatment)
2.1 Exhibit 1.8(b)(ii) to the Asset Purchase
Agreement - Form of Warrant