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) – May 12, 2009
_______________
THE
ULTIMATE SOFTWARE GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of Incorporation)
|
000-24347
(Commission
File Number)
|
65-0694077
(IRS
Employer Identification No.)
|
|
2000 Ultimate Way, Weston,
Florida
(Address
of principal executive offices)
|
33326
(Zip
Code)
|
(954)
331-7000
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) At
the 2009 annual meeting of stockholders, held on May 12, 2009 (the “2009 Annual
Meeting”), the stockholders of The Ultimate Software Group, Inc. (the “Company”
or “Ultimate”) approved the Company’s Amended and Restated 2005 Equity and
Incentive Plan (the “Plan”), as proposed to be amended. The sole
purpose of the proposal to amend the Plan was to increase the number of shares
of the Company’s $0.01 par value common stock (the “Common Stock”) authorized
for issuance pursuant to the Plan by 500,000 shares. A description of
the proposal to increase the number of shares under the Plan is contained in the
Company’s 2009 annual proxy statement that was filed with the Securities and
Exchange Commission on April 2, 2009. A complete copy of the Plan, as
approved by the Company’s stockholders, is filed as an exhibit to this Report on
Form 8-K.
The Plan
authorizes the grant of options to directors, officers and employees of the
Company to purchase shares of the Company’s Common Stock. The Plan also
authorizes the grant to such persons of restricted and non-restricted shares of
Common Stock, stock appreciation rights, stock units and cash performance awards
(collectively, and together with stock options, the “Awards”).
The
aggregate number of shares of Common Stock previously authorized for issuance
under all Awards granted under the Company’s Nonqualified Stock Option Plan, as
amended and restated as of December 20, 2002, and the Plan (collectively, the
“Plans”) was 12,000,000 shares. Pursuant to the approval of Ultimate’s
stockholders of the Company’s proposal as described above at the 2009 Annual
Meeting, the aggregate number of shares of Common Stock authorized for issuance
under the Plans is 12,500,000 shares.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of
Exhibit
|
10.1
|
Amended
and Restated 2005 Equity and Incentive Plan
*
|
|
10.2
|
Form
of Restricted Stock Unit Award Agreement
*
|
|
__________________________
|
|
* Filed
herewith.
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.
|
|
THE
ULTIMATE SOFTWARE GROUP, INC.
|
By: /s/ Mitchell K.
Dauerman
Name: Mitchell K.
Dauerman
Title: Executive Vice
President, ChiefFinancial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Dated: May
18, 2009
Exhibit
Index
Exhibit
Number Description
of Exhibit
|
10.1
|
Amended
and Restated 2005 Equity and Incentive
Plan
|
|
10.2
|
Form
of Restricted Stock Unit Award
Agreement
|