Delaware | 65-0694077 | |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||
Title of Securities | Amount to be | Offering Price | Aggregate Offering | Amount of | ||||||||||||||||
to Be Registered | Registered (1) | Per Share (2) | Price (2) | Registration Fee | ||||||||||||||||
Common Stock, par
value $0.01 per
share
|
3,000,000 shares | $ | 27.90 | $ | 83,700,000 | $ | 2,570 | |||||||||||||
(1) | This Registration Statement covers 3,000,000 additional shares of Common Stock, par value $0.01 per share (Common Stock), of The Ultimate Software Group, Inc. (the Registrant) that are being registered pursuant to The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the Amended and Restated Plan). These shares of Common Stock reflect an increase of 3,000,000 shares of Common Stock authorized under the Amended and Restated Plan. This Registration Statement shall also cover a presently indeterminable number of additional shares of Common Stock which may become issuable under the Amended and Restated Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. | |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ on May 11, 2007 |
Exhibit | ||||||
Number | Description | |||||
5.1 | - | Opinion of Dewey Ballantine LLP as to legality of securities being registered |
||||
23.1 | - | Consent of KPMG LLP |
||||
23.2 | - | Consent of Dewey Ballantine LLP (included in Exhibit 5.1) |
||||
99.1 | - | The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and
Incentive Plan (incorporated by reference to Appendix A to The Ultimate
Software Group, Inc.s 2007 Proxy Statement filed with the Securities
Exchange Commission on April 13, 2007) |
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THE ULTIMATE SOFTWARE GROUP, INC. |
||||
By: | /s/ Mitchell K. Dauerman | |||
Mitchell K. Dauerman | ||||
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | ||||
Name | Title | Date | ||
/s/ Scott Scherr
|
President, Chief Executive Officer and Chairman of the Board | May 15, 2007 | ||
/s/ Mitchell K. Dauerman
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | May 15, 2007 | ||
/s/ Marc D. Scherr
|
Vice Chairman of the Board and Chief Operating Officer | May 15, 2007 | ||
/s/ James A. FitzPatrick, Jr.
|
Director | May 15, 2007 | ||
/s/ LeRoy A. Vander Putten
|
Director | May 15, 2007 | ||
/s/ Rick A. Wilber
|
Director | May 15, 2007 | ||
/s/ Robert A. Yanover
|
Director | May 15, 2007 | ||
/s/ Alois T. Leiter
|
Director | May 15, 2007 |
3
Exhibit | ||||||
Number | Description | |||||
5.1 | - | Opinion of Dewey Ballantine LLP as to legality of securities being registered |
||||
23.1 | - | Consent of KPMG LLP |
||||
23.2 | - | Consent of Dewey Ballantine LLP (included in Exhibit 5.1) |
||||
99.1 | - | The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and
Incentive Plan (incorporated by reference to Appendix A to The Ultimate
Software Group, Inc.s 2007 Proxy Statement filed with the Securities
Exchange Commission on April 13, 2007) |
4