form_8k.htm
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) – April 27, 2010
_______________
THE
ULTIMATE SOFTWARE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of Incorporation)
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000-24347
(Commission
File Number)
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65-0694077
(IRS
Employer Identification No.)
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2000 Ultimate
Way, Weston, Florida___
(Address
of principal executive offices)
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33326
(Zip
Code)
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(954)
331-7000
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c ) under the Exchange Act (17 CFR
240.13e-4(c ))
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Item
2.02. Results of Operations and Financial Condition.
The
Registrant hereby furnishes the information set forth in the press release
issued on April 27,
2010, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
The
information furnished pursuant to this Current Report on Form 8-K (including the
exhibit hereto) shall not be considered “filed” under the Securities Exchange
Act of 1934, as amended, nor shall it be incorporated by reference into future
filings by the Company under the Securities Exchange Act of 1934, as amended,
unless the Company expressly sets forth in such future filing that such
information is to be considered “filed” or incorporated by reference
therein.
Item
5.02(e). Compensatory Arrangements of Certain Officers
Amendment
of Change in Control Bonus Plans
On April
26, 2010, the Board of Directors approved the amendment of each of the Company’s
two Change in Control Bonus Plans, upon the recommendation of the Compensation
Committee of the Board of Directors. One such Plan provides for the
payment of cash amounts to the Company’s three named executive officers upon a
“change in control” of the Company. The other Plan provides for the
payment of cash amounts in the event of a “change in control” to officers and
employees of the Company other than the three named executive
officers. (The two Plans are hereinafter referred to collectively as
the “CIC Plans.”) A “change in control” would occur if more than 50%
of the Company’s Common Stock were acquired by a person or entity other than the
Company, a subsidiary or an employee benefit plan of the
Company. There are other conditions that could result in a change in
control event.
The CIC
Plans provide that the aggregate amount of payments under the two CIC Plans,
taken together, may not exceed 6% of Sales Proceeds (as defined in the CIC
Plans) in a “change in control” transaction (the “6% Limit”).
The
effects of the amendments to the CIC Plans approved by the Board of Directors on
April 26, 2010 were to (i) provide that upon a “change in control,” the
Compensation Committee shall make and allocate additional awards aggregating
0.5% of the Sales Proceeds to employees and officers of the Company, other than
the named executive officers, subject to the 6% Limit; (ii) require that if and
to the extent that aggregate payments under the CIC Plans would otherwise exceed
the 6% Limit, payments under the CIC Plan for the named executive officers would
be reduced, to zero if necessary, before any such reduction is made in payments
to other officers and employees and (iii) eliminate the July 23, 2012 automatic
termination date from the CIC Plans.
Item 9.01. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c)
Exhibits
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Number
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Description
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99.1
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Press
Release, dated April 27, 2010
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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 thereunto
duly authorized.
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THE
ULTIMATE SOFTWARE GROUP, INC.
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By: /s/
Mitchell K. Dauerman
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Mitchell
K. Dauerman
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Executive
Vice President, Chief Financial Officer and Treasurer
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(Principal
Financial and Accounting Officer)
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Dated: April
28, 2010
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