PEGASYSTEMS INC
8-K, 1999-06-08
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>

                       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):  May 28, 1999



                                PEGASYSTEMS INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




         MASSACHUSETTS                 1-11859                 04-2787865
         -------------                 -------                 ----------
 (State or Other Jurisdiction      (Commission File          (IRS Employer
       of Incorporation)               Number)           Identification Number)



         101 MAIN STREET, CAMBRIDGE, MA                          02142
         ------------------------------                          -----
    (Address of Principal Executive Offices)                  (Zip Code)



Registrant's telephone number, including area code:     (617) 374-9600



<PAGE>

Item 5.           OTHER EVENTS.

         The Registrant issued the press releases attached hereto as EXHIBIT
99.1 and EXHIBIT 99.2 on May 27, 1999 and June 1, 1999, respectively.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No.                         Description
- -----------                         -----------
<S>                               <C>
99.1                                Press Release (May 28, 1999)

99.2                                Press Release (June 1, 1999)
</TABLE>





<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on behalf of the undersigned
thereunto duly authorized.

Date:  June 4, 1999                        PEGASYSTEMS INC.



                                           By: /s/ Jim O'Halloran
                                              ----------------------------------
                                                    Jim O'Halloran
                                                    Vice President and Chief
                                                    Financial Officer














<PAGE>

                                                                    EXHIBIT 99.1


CAMBRIDGE, MA, MAY 28, 1999--Pegasystems Inc. (NASDAQ: PEGA), announced today
that the Securities and Exchange Commission has issued a formal order of
investigation of the Company and unidentified individuals, currently or formerly
associated with the Company, concerning accounting matters, financial reports,
other public disclosures, and trading activity in the Company's securities. The
Company has been cooperating fully with the SEC.

Contact:
Jim O'Halloran
Treasurer & Chief Financial Officer
Pegasystems Inc.
Tel:  (617) 374-9600, ext. 6106
[email protected]





<PAGE>

                                                                    EXHIBIT 99.2


CAMBRIDGE, MA, JUNE 1, 1999--Pegasystems Inc. (NASDAQ: PEGA), wishes to clarify
its May 28, 1999 press release to indicate that the Company believes that the
matters being reviewed by the SEC relate to the historical matters which gave
rise to the restatements of its 1997 and 1998 financial statements which have
previously been reported. The Company has been cooperating fully with the SEC.

Contact:
Jim O'Halloran
Chief Financial Officer
Pegasystems Inc.
Tel:  (617) 374-9600, ext. 6106
[email protected]

ABOUT PEGASYSTEMS
Pegasystems is a leading provider of Customer Relationship Management solutions.
These solutions allow large organizations to better manage customer
interactions, and to automate the business processes within their sales and
service delivery operations. Many of the world's largest institutions use
Pegasystems' solutions to manage mission-critical customer service activities.
The Pegasystems solutions support multiple channels of customer contact, helping
organizations improve staff productivity, operational efficiency, and customer
satisfaction. Pegasystems' solutions are Internet-enabled, and operate in
multi-tiered, client/server environments.

Pegasystems' headquarters is located in Cambridge, Massachusetts. The company
has regional offices in North America, Europe, and Australia.

FORWARD LOOKING STATEMENTS
Except for the historical information contained in this announcement, the
matters discussed in this announcement are "forward-looking statements" (as that
term is used in the Private Securities Litigation Reform Act of 1995) that
involve risks and uncertainties detailed from time-to-time in Pegasystems'
filings with the Securities and Exchange Commission (the "SEC"). Pegasystems
draws the reader's attention to the factors described in its report on Form 10-Q
for the year ending December 31, 1998 under the heading "Certain Statements for
Purposes of the 'Safe Harbor' Provisions of the Private Securities Litigation
Reform Act of 1995." Any such forward-looking statements speak only as of the
date such statements are made, and the company undertakes no obligation to
publicly release the results of any revision to these forward-looking
statements.









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