UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event reported): ~~Exchange~~July ~~Act~~22, ~~of 1934~~2010

May 17, 2010

(Date of earliest event reported)

Double-Take Software, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

DELAWARE	001-33184	20-0230046
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

257 TURNPIKE ROAD, SUITE 210 SOUTHBOROUGH, MASSACHUSETTS		01772		~~877-335-5674~~
(Address of principal executive offices)		(Zip Code)		~~(Registrant’s telephone number including area code)~~

Registrant’s telephone number, including area code: 877-335-5674

(Former name or former address, if changed since last report.)

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:

		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
X		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))

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 — Financial ~~1 – Registrant’s Business and Operations~~Information

Item 1 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~May 17~~July 23, 2010, Double-Take Software, Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~announced ~~into~~the anconsummation ~~Agreement and Plan~~ of ~~Merger (~~the previously ~~“Merger~~announced ~~Agreement”)~~merger ~~with~~of ~~Vision~~HA ~~Solutions~~Merger Sub, Inc., ~~a Delaware corporation~~ (“~~Parent”), and HA~~ Merger Sub”), ~~Inc.~~ a Delaware corporation and a wholly- owned subsidiary of ~~Parent~~Vision Solutions, Inc. (“~~Merger Sub~~Vision”)~~. The~~, ~~Merger~~with ~~Agreement~~and ~~provides~~into ~~that,~~the ~~upon~~Company (the “Merger”), ~~terms~~pursuant ~~and subject~~ to the ~~conditions~~Agreement ~~set~~and ~~forth~~Plan inof ~~the~~ Merger ~~Agreement~~dated May 17, ~~Merger~~2010 ~~Sub~~(the ~~will~~“Merger beAgreement”) by ~~merged with~~ and ~~into~~among the Company, ~~with~~Vision ~~the~~and ~~Company~~Merger ~~continuing~~Sub. asAs a result of the ~~surviving~~Merger, ~~corporation~~the ~~and~~Company abecame a wholly-owned subsidiary of ~~Parent (the “Merger”)~~Vision.

~~Pursuant~~In toconnection ~~the~~with ~~terms of~~ the Merger ~~Agreement~~, each ~~issued and outstanding~~ share of the Company’s common stock, ~~other~~par ~~than~~value ~~shares~~$0.001 ~~held~~per byshare (the “Company, ~~Parent~~Common orStock”) ~~Merger~~issued ~~Sub,~~and oroutstanding byimmediately ~~any~~prior ~~stockholders who are entitled~~ to, ~~and~~the ~~who~~effective ~~properly~~time ~~exercise,~~of ~~appraisal~~the Merger ~~rights~~was ~~under~~canceled ~~Delaware law, will be cancelled~~ and ~~extinguished and automatically~~ converted into the right to receive ~~cash in an amount equal to~~ $10.55 in cash, without interest ~~(the~~thereon ~~“Per~~and less ~~Share~~any ~~Merger~~applicable ~~Consideration”)~~withholding ~~Outstanding~~taxes. ~~employee~~Based ~~restricted~~on ~~stock~~the ~~units~~per ~~and~~share ~~options~~consideration ~~will~~of ~~generally~~$10.55 ~~become~~per ~~fully~~share, the ~~vested~~amount ~~and~~of beconsideration ~~converted~~used ~~into~~was ~~the~~approximately ~~Per~~$242 million. ~~Share~~The ~~Merger~~consideration ~~Consideration,~~received ~~less~~by ~~applicable~~the Company’s ~~withholding,~~stockholders ~~and,~~was infunded ~~the~~through ~~case~~a combination of ~~options~~cash ~~only~~on tohand of the ~~extent~~Company and byVision and ~~the~~proceeds ~~amount~~received ~~that~~by ~~the~~Vision ~~Per~~in ~~Share~~connection ~~Merger~~with ~~Consideration~~a isdebt infinancing ~~excess~~with ofJefferies ~~the~~Finance ~~exercise price)~~LLC.

The ~~Company~~foregoing ~~has~~description ~~agreed,~~of ~~among other things and subject to certain exceptions as described in~~ the Merger Agreement, ~~(i) to~~is ~~conduct~~only ~~its business in the ordinary and usual course of business and in~~ a ~~manner~~summary ~~consistent with past practice during the interim period between the execution of the Merger Agreement~~ and ~~consummation~~is ofqualified ~~the Merger, (ii) not to take certain actions or engage~~ in ~~certain~~its entirety ~~transactions~~by ~~during~~reference ~~such period, (iii)~~ to ~~cause a stockholder meeting to be held to consider adoption and approval of~~ the Merger Agreement ~~and the Merger~~, ~~(iv) subject~~which tois ~~certain~~set ~~limited~~forth ~~exceptions~~on toExhibit 2.1 ~~permit the board of directors~~ to ~~comply with their fiduciary duties, for~~ the Company’s Current ~~board~~Report ofon ~~directors~~8-K, tofiled ~~recommend~~on ~~that the stockholders adopt the Merger Agreement and thereby approve the Merger~~May 17, ~~and~~2010 ~~(v) not to solicit proposals relating to alternative transactions~~ and, ~~subject~~which tois ~~certain~~incorporated ~~limited~~by ~~exceptions~~reference ~~to permit the board of directors to comply with their fiduciary duties, not to enter into discussions or negotiations concerning, or to provide information in connection with, alternative transactions~~herein.

~~The~~Section 3 ~~Merger~~— ~~Agreement~~Securities ~~contains customary representations~~ and ~~warranties~~Trading of the parties and certain termination rights for both the Company and Parent, including the right of the Company to terminate the Merger Agreement to accept a superior proposal from a third party. In certain circumstances in connection with the termination of the Merger Agreement, including to accept a superior proposal, the Company will be required to reimburse Parent for its transaction expenses up to an amount not to exceed $1.5 million and to pay Parent a termination fee equal to $7,265,410 (less any transaction expenses previously reimbursed, if any). The Company’s reimbursement of Parent’s expenses would reduce the amount of any required termination fee that becomes payable by the Company. Parent may be required to pay the Company a termination fee equal to either $24,218,034 or $14,530,820, depending upon the circumstances of the termination. Thoma Cressey Fund VIII, L.P. has provided the Company with a limited guarantee of certain financial obligations of Parent, including a guarantee of the payment of the termination fees that may be owed by Parent.Markets

~~Parent and Merger Sub have obtained debt financing commitments for the transaction contemplated by the Merger Agreement from Jeffries Finance LLC (“Jeffries”)~~Item 3.01. ~~Jeffries~~Notice ~~has committed to provide Parent up to $255 million in senior secured credit facilities (comprised~~ of aDelisting ~~term~~or ~~loan~~Failure ~~facility of up~~ to ~~$240~~Satisfy ~~million and~~ a ~~revolving~~Continued ~~credit~~Listing ~~facility~~Rule ofor upStandard; ~~to $15 million), on the terms and subject to the conditions set forth in a commitment letter dated May 16, 2010 (the “Debt Commitment Letter”), a portion~~ Transfer of which is to be used to refinance existing Parent indebtedness. The obligations of Jeffries to provide debt financing under the Debt Commitment Letter are subject to a number of conditions that the Company believes are customary for financings of this type or are otherwise consistent with certain conditions in the Merger Agreement. The final termination date for the Debt Commitment Letter is the same as the final termination date under the Merger Agreement, as it may be extended in accordance with the terms and conditions thereof.Listing

~~Consummation~~In ofconnection with the Merger, ispursuant ~~subject~~ to ~~certain~~a ~~conditions~~written torequest ~~closing~~submitted by the Company on July 23, 2010 ~~including~~to the Nasdaq Stock Market (i“Nasdaq”), after the ~~approval~~close of the ~~Company’s~~Nasdaq ~~stockholders,~~Global ~~(ii)~~Select ~~the~~Market ~~expiration~~on July 23, or2010, ~~earlier~~trading ~~termination~~ of the ~~waiting~~Company ~~period~~Common ~~under~~Stock ~~the~~ceased ~~Hart-Scott-Rodino~~and ~~Antitrust~~the ~~Improvements~~listing ~~Act~~ of ~~1976,~~the asCompany ~~amended,~~Common Stock ~~(iii)~~on the ~~absence~~Nasdaq ofGlobal ~~any~~Select ~~law,~~Market ~~order~~was orsuspended. ~~injunction~~The ~~prohibiting~~Company ~~the~~also ~~Merger,~~requested ~~(iv)~~that ~~the~~Nasdaq ~~accuracy~~file with of the ~~other~~Securities ~~party’s~~and ~~representations~~Exchange ~~and~~Commission ~~warranties~~an ~~(subject~~application on Form 25 to ~~customary~~delist ~~materiality~~the ~~qualifiers)~~Company ~~and~~Common Stock ~~(v)~~from the ~~other~~Nasdaq ~~party’s~~Global ~~compliance~~Select ~~with~~Market ~~its~~and ~~covenants~~deregister ~~and~~the ~~agreements~~Company ~~contained~~Common inStock under Section 12(b) of the ~~Merger~~Securities ~~Agreement~~Exchange ~~(subject~~Act toof ~~customary~~1934 ~~materiality~~(the ~~qualifiers~~“Exchange Act”).

The Company ~~expects~~intends to ~~submit~~file with the ~~Merger~~Securities ~~Agreement~~ and Exchange Commission a certification on Form 15 requesting the ~~Merger~~deregistration toof ~~its~~the ~~stockholders~~Company asCommon ~~promptly~~Stock asunder ~~practicable~~Section 12(g) of the Exchange Act and tothe ~~close~~suspension of the ~~Merger~~Company’s ~~promptly~~reporting ~~following~~obligations ~~the~~under ~~receipt~~Section 15(d) of ~~stockholder~~the ~~approval~~Exchange Act.

OnItem 3.03. ~~May~~Material ~~17,~~Modification ~~2010,~~to ~~the~~Rights ~~Company issued a press release announcing that it had entered into the Merger Agreement. A copy~~ of ~~the~~Security ~~press release is attached hereto as Exhibit 99.1.~~Holders

The ~~foregoing~~information ~~description~~set offorth ~~the Merger Agreement is only a summary, does not purport to be complete and is qualified~~ in ~~its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit~~ Item 2.101 ~~hereto and~~ is incorporated herein by reference. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and were made as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and are qualified by information in confidential disclosure schedules that the Company exchanged with Parent and Merger Sub in connection with the execution of the Merger Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, the Company or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties to the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the proxy statement that the Company will be filing in connection with the Merger, as well as in the Forms 10-K, Forms 10-Q and other documents that the Company has filed or may file with the Securities and Exchange Commission.

~~Forward-Looking Statements~~1

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “intend(s)” and similar expressions are intended to identify such forward-looking statements. These statements include, but are not limited to, the expected timing of the acquisition; the availability of the financing under the Debt Commitment Letter; the ability of Parent and the Company to close the acquisition; the performance of the parties under the terms of the Merger Agreement and related transaction documents; and statements regarding future performance. All of such information and statements are subject to certain risks and uncertainties, the effects of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to: (i) uncertainties associated with the acquisition of the Company by Parent, (ii) uncertainties as to the timing of the merger; (iii) failure to receive approval of the transaction by the stockholders of the Company; (iv) the ability of the parties to satisfy closing conditions to the transaction, including the receipt of regulatory approvals; (v) changes in economic, business, competitive, technological and/or regulatory factors; (vi) failure of a party to comply with its obligations under the Merger Agreement and the related transaction documents; (vii) failure of Parent to satisfy the conditions under the Debt Commitment Letter; and (viii) those risks identified and discussed by the Company in its filings with the Securities and Exchange Commission (“SEC”). Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors are also urged to carefully review and consider the various disclosures in the Company’s SEC periodic and interim reports, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Report on FormSection ~~10-Q~~5 ~~for~~— ~~the~~Corporate ~~fiscal~~Governance ~~quarter ended March 31, 2010~~ and Current Reports on Form 8-K filed from time to time by the Company. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements are qualified in their entirety by this cautionary statement.Management

~~Additional~~Item 5.01. ~~Information~~Changes ~~and~~in ~~Where~~Control toof ~~Find It~~Registrant

InAs ~~connection~~a ~~with~~result of the ~~proposed transaction~~Merger, the Company ~~will~~became ~~file or furnish relevant documents, including~~ a ~~proxy~~wholly-owned ~~statement,~~subsidiary ~~concerning~~of ~~the proposed transaction with the Securities and Exchange Commission (“SEC”)~~Vision. ~~Investors~~ ~~and~~The ~~stockholders~~ description of the ~~Company~~Merger ~~are~~is ~~urged~~contained toin ~~read~~Item 2.01 ~~the~~above ~~proxy statement~~ and ~~other~~is ~~relevant~~incorporated ~~materials~~herein ~~when~~by ~~they become available because they will contain important information about the Company and the proposed transaction~~reference. ~~The final proxy statement will be mailed to the Company’s stockholders.~~

~~Investors and stockholders may obtain a free copy of the proxy statement and any other relevant documents filed or furnished by the Company with the SEC (when available) at the SEC’s Web site at www~~Item 5.~~sec~~02.~~gov. In~~ ~~addition,~~Departure ~~investors and stockholders may obtain free copies~~ of ~~the~~Directors ~~documents filed with the SEC by the Company by contacting the Company’s Investor Relations provider by e-mail at investors@doubletake.com~~ or byCertain ~~phone~~Officers; atElection ~~212.766.1800~~of orDirectors; byAppointment ~~going~~of Certain toOfficers; ~~the~~Compensatory ~~investor~~Arrangements ~~relations website portion~~ of ~~the~~Certain ~~Company’s website at http://investor.doubletake.com/.~~Officers

~~The~~On ~~Company~~July 23, ~~and~~2010, ~~its~~at ~~directors and certain executive officers may be deemed to be participants in~~ the ~~solicitation~~effective time of ~~proxies from~~ the ~~Company’s~~Merger, ~~stockholders~~each ~~in respect~~ of ~~the~~Dean ~~proposed~~Goodermote, ~~transaction. Information~~Deborah ~~about~~Besemer, Paul ~~the~~Birch, ~~directors~~John ~~and~~B. ~~executive~~Landry ~~officers of the Company~~ and ~~their~~John ~~respective~~W. ~~interests~~Young, inwho ~~the~~constituted ~~Company by security holdings or otherwise is set forth in its proxy statement for~~ the ~~2010~~Board ~~Annual~~of ~~Meeting~~Directors of ~~Stockholders, which was filed with~~ the ~~SEC~~Company prior onto ~~April 1, 2010 and its Annual Report on Form 10-K for~~ the ~~year~~Merger ~~ended December 31, 2009, which was filed with~~ (the ~~SEC~~“Prior ~~on March 12~~Directors”), ~~2010. Stockholders~~resigned ~~may~~from ~~obtain~~their ~~additional~~directorships ~~information regarding the interests~~ of the Company and from ~~its~~all ~~directors~~committees ~~and~~of ~~executive officers in the Merger,~~ which ~~may~~they bewere ~~different~~members. ~~than~~The ~~those~~resignation of the ~~Company’s~~Prior ~~stockholders~~Directors ~~generally,~~did bynot result ~~reading~~from ~~the~~any ~~proxy~~disagreements ~~statement~~with ~~and~~the ~~other~~Company ~~relevant documents~~ regarding ~~the~~any ~~Merger,~~matter ~~when~~related ~~filed~~to ~~with~~ the ~~SEC. Each of these documents is~~Company’s operations, policies or ~~will be, available as described above~~practices.

~~Section~~Item 5.03. 9Amendments –to ~~Financial~~Articles ~~Statements~~of ~~and~~Incorporation ~~Exhibits~~or Bylaws; Change in Fiscal Year

Pursuant to the Merger Agreement, the Certificate of Incorporation of the Company was amended and restated at the effective time of the merger, a copy of which is attached to this report as Exhibit 3.1. Pursuant to the Merger Agreement, the bylaws of Merger Sub as in effect at the Effective Time became the bylaws of the Company, a copy of which are attached to this report as Exhibit 3.2.

Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of the stockholders of the Company was held on July 22, 2010 at 4:00 p.m. Eastern Daylight Time at the Harvard Club of Boston, located at 374 Commonwealth Avenue, Boston, Massachusetts, 02215 (the “Special Meeting”). As of June 18, 2010, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Special Meeting, there were 21,225,190 shares of Company common stock issued and outstanding and entitled to vote at the Special Meeting. At the meeting, the holders of 15,154,131 shares of the Company’s issued and outstanding common stock were represented in person or by proxy, constituting a quorum. The vote results detailed below represent final results as certified by the Inspector of Elections.

At the Special Meeting, the stockholders of the Company approved the proposal to adopt the Merger Agreement. The adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock, entitled to vote thereon. The sole proposal voted on by the stockholders of the Company was as follows:

To adopt the Merger Agreement:


For	Against	Abstain

15,106,597	43,255	4,279

Section 8 — Other Events

Item 8.01. Other Events

On July 22, 2010, the Company issued a press release regarding the results of the vote held at the Special Meeting and the anticipated closing date of the merger.

A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1 Agreement and Plan of Merger by and among Double-Take-Software, Inc., Vision Solutions, Inc. and HA Merger Sub, Inc., dated as of May 17, 2010*


	3.1			Certificate of Incorporation

	3.2			Bylaws

	99.1			Press Release issued by Double-Take Software, Inc. dated July 22, 2010

~~99.1 Press Release issued by Double-Take Software, Inc. dated May 17, 2010~~3

* The Company has omitted certain schedules in accordance with Regulation S-K 601(b)(2). The Company will furnish the omitted schedules to the Commission upon request.

SIGNATURES

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 hereunto duly authorized.

Double-Take Software, Inc.


	Double-Take Software, Inc.
Date: July 23, 2010	By:	/s/ Scott Crabill
		Scott Crabill
		Vice President

~~Date: May 17, 2010 By: /s/ S. Craig Huke~~ 4

S. Craig Huke

Vice President and Chief Financial Officer

EXHIBIT INDEX

2.1 Agreement and Plan of Merger by and among Double-Take-Software, Inc., Vision Solutions, Inc. and HA Merger Sub, Inc., dated as of May 17, 2010*


	3.1			Certificate of Incorporation

	3.2			Bylaws

	99.1			Press Release issued by Double-Take Software, Inc. dated July 22, 2010

~~99.1 Press Release issued by Double-Take Software, Inc. dated May 17, 2010~~5

* The Company has omitted certain schedules in accordance with Regulation S-K 601(b)(2). The Company will furnish the omitted schedules to the Commission upon request.

Filing Compare · Double-Take Software, Inc.