UNITED STATES
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): November 5, 2009
PROS Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33554
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76-0168604 |
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(Commission File
Number)
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(I.R.S. Employer Identification No.) |
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| 3100 Main Street, Suite 900 |
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| Houston, TX, 77002
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(713) 335-5151 |
| (Address of principal executive offices)
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(Registrant’s Telephone Number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17CFR240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17CFR240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2009, PROS Holdings, Inc (“the Company”) issued a press release announcing
financial results for its third quarter ended September 30, 2009. A copy of the press release,
dated as of November 5, 2009, is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Use of Non-GAAP Financial Information
The Company provides non-GAAP measures of operating results per share in the attached press
release. The presentation is intended to be a supplemental measure of performance and typically
excludes stock-based compensation and certain one time charges that impact the comparability of one
quarter to another. The presentation is not intended to replace or to be displayed more
prominently than the Company’s GAAP measures. The Company appreciates that investors also need to
analyze the Company’s results on a GAAP basis, so a reconciliation of the adjustments to GAAP
results for the periods is included in the attached press release. In addition, an explanation of
the ways in which the Company’s management uses these non-GAAP measures to evaluate its business,
the substance behind the Company’s management’s decision to use these non-GAAP measures, and the
substantive reasons why the Company’s management believes that these non-GAAP measures provide
useful information to investors are included in the attached press release.
The information in the this Current Report, including the exhibits attached hereto, shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The information contained herein
and in the accompanying exhibit shall not be incorporated by reference into any registration
statement or other document filed with the Securities and Exchange Commission by the Company,
whether made before or after the date hereof, regardless of any general incorporation language in
such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 5, 2009.
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