UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to____________
Commission file number 1-11859
______________
PEGASYSTEMS INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2787865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Main Street
Cambridge, Massachusetts 02142-1590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617)374-9600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 14, 2002, the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately $59 million.
There were 33,413,522 shares of the Registrant's common stock, $.01 par
value per share, outstanding on March 14, 2002.
In order to amend Exhibit 10.17 to its 2001 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 28, 2002, the undersigned
Registrant hereby amends the following Item 14 of such Annual Report to read in
its entirety as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements are required to be
filed as part of this report and are filed herewith:
Item
Report of Independent Auditors - Deloitte & Touche LLP
Report of Independent Public Accountants - Arthur Andersen LLP
Consolidated Balance Sheets at December 31, 2001 and 2000
Consolidated Statement of Operations for the years ended December
31, 2001, 2000 and 1999
Consolidated Statement of Stockholders' Equity and Other
Comprehensive Income for the years ended December 31, 2001, 2000
and 1999
Consolidated Statement of Cash Flows for the years ended December
31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
All financial statement schedules are omitted because the required
information is not present or not present in sufficient amounts to require
submission of the schedules or because the information is reflected in the
consolidated financial statements or notes thereto.
(3) Exhibits
The exhibits listed in the Exhibit Index immediately preceding such
exhibits are filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
PEGASYSTEMS INC.
By: /s/ Christopher Sullivan
--------------------------------------
Christopher Sullivan
Treasurer and Chief Financial Officer
(principal financial officer and chief
Date: December 3, 2002 accounting officer)
I, Alan Trefler, certify that:
1. I have reviewed this amendment to annual report on Form 10-K/A of
Pegasystems Inc.; and
2. Based on my knowledge, this amendment does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the annual report.
Date: December 3, 2002
/s/ Alan Trefler
------------------------------------
Alan Trefler
Chairman and Chief Executive Officer
I, Christopher Sullivan, certify that:
1. I have reviewed this amendment to annual report on Form 10-K/A of
Pegasystems Inc.; and
2. Based on my knowledge, this amendment does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the annual report.
Date: December 3, 2002
/s/ Christopher Sullivan
-------------------------------------
Christopher Sullivan
Treasurer and Chief Financial Officer
PEGASYSTEMS INC.
Exhibit Index
Exhibit No. Description
3.3* Restated Articles of Organization of the Registrant.
3.4* Restated By-Laws of the Registrant.
4.1* Specimen certificate representing the Common Stock.
10.1** Amended and Restated 1994 Long-Term Incentive Plan.
10.2** 1996 Non-Employee Director Stock Option Plan.
10.3*** 1996 Employee Stock Purchase Plan.
10.13* Lease Agreement dated February 26, 1993 between the Registrant
and Riverside Office Park Joint Venture.
10.14* Amendment Number 1 to Lease Agreement dated August 7, 1994
between the Registrant and Riverside Office Park Joint Venture.
10.15+ Warrant Agreement dated June 27, 1997 by and between the
Registrant and First Data Resources Inc.
10.16++ Employment Agreement dated May 10, 2001 between the Registrant
and Joseph Friscia.
10.17# Agreement and Release dated November 2, 2001 by and between the
Registrant and Carreker Corporation.
10.18+++ Asset Purchase Agreement dated January 29, 2002 by and among the
Registrant and 1mind Corporation, 1mind.com, LLC, and all of the
Equity Holders of 1mind Corporation.
21.1 Subsidiaries of the Registrant.
23.1 Independent Auditors' Consent--Deloitte & Touche LLP.
23.2 Independent Public Accountants' Consent--Arthur Andersen LLP.
99.1 Letter to Commission pursuant to temporary note 3T
-----------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 333-03807) or an amendment thereto and incorporated
herein by reference to the same exhibit number.
+ Filed as exhibit 10.15 to the Registrant's 1997 Form 10-K and incorporated
herein by reference to the same exhibit number.
** Filed in the Registrant's Proxy Statement for its 1999 annual shareholders
meeting and incorporated herein by reference.
*** Filed in the Registrant's Proxy Statement for its 1998 annual shareholders
meeting and incorporated herein by reference.
**** Filed as an exhibit to the Registrant's 1999 Form 10-K, filed with the
Commission on April 4, 2000 and incorporated hereinby reference to the
same exhibit number.
++ Filed as exhibit 10.1 to the Registrant's June 30, 2001 Form 10-Q and
incorporated herein by reference.
+++ Filed as exhibit 2.0 to Registrant's February 6, 2002 Form 8-K.
# Filed herewith; portions of this exhibit have been omitted pursuant to a
request for confidential treatment.