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~~

~~June 21, 2010~~Securities Exchange Act of 1934

September 14, 2010

(Date of earliest event reported)

Proginet Corporation

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

000-30151

11-3264929

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Garden City Plaza, Garden City, New York	11530	(516) 535-3600
c/o TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, CA	94304	(650) 846-1000
(Address of principal executive offices)	(Zip Code)	(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:

¨ 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))

~~Item~~¨ ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~June 21,~~Pre-commencement ~~2010,~~communications ~~Proginet~~pursuant ~~Corporation,~~to aRule ~~Delaware corporation~~ 14d-2(~~the “Company”~~b), ~~entered into~~under ~~an Agreement and Plan of Merger (~~the ~~“Merger~~Exchange ~~Agreement”)~~Act ~~with TIBCO Software Inc., a Delaware corporation~~ (~~"Parent"),~~17 ~~and~~CFR ~~Perseus Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub”)~~240. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly14d-~~owned subsidiary of Parent~~ 2(~~the “Merger”~~b).)

~~Pursuant to~~¨ ~~the~~Pre-commencement ~~terms~~communications ofpursuant ~~the Merger Agreement, each issued and outstanding share of Company common stock, other than shares held by the Company, Parent or Merger Sub, or by any stockholders who are entitled~~ to, ~~and~~Rule ~~who~~13e-4(c) ~~properly exercise, appraisal rights~~ under ~~Delaware law, will be cancelled and extinguished and automatically converted into~~ the ~~right~~Exchange toAct ~~receive~~(17 ~~cash~~CFR ~~in an amount equal to $1~~240.~~15, without interest~~ 13e-4(~~the “Per Share Merger Consideration”~~c) Outstanding options will be canceled at closing, and each option holder will receive, with respect to each cancelled option, the amount by which the Per Share Merger Consideration exceeds the option exercise price, less any applicable withholding.)

~~In addition,~~Section 2 ~~concurrently~~— ~~with~~Financial ~~the~~Information execution of the Merger Agreement, each member of the Board of Directors, and certain officers and stockholders who collectively held approximately 21.4% of the Company’s issued and outstanding common stock as of June 17, 2010, have entered into voting agreements whereby they have agreed to vote all shares of Proginet common stock held by them in favor of the Merger.

~~The Company~~Item ~~has~~2.01. ~~agreed,~~Completion ~~among other things and subject to certain exceptions as described in the Merger Agreement, (i) to conduct its business in the ordinary and usual course~~ of ~~business~~Acquisition ~~and in a manner consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger, (ii) not to take certain actions~~ or ~~engage in~~Disposition ~~certain transactions during 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 to certain limited exceptions to permit the board of directors to comply with their fiduciary duties, for the Company’s board of directors to recommend that the stockholders adopt the Merger Agreement and thereby approve the Merger, and (v) not to solicit proposals relating to alternative transactions and, subject to certain limited exceptions 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 transactionsAssets.

~~The Merger~~On ~~Agreement~~September 15, ~~contains~~2010, ~~customary~~pursuant ~~representations~~to the terms of an Agreement and ~~warranties~~Plan of Merger (the “Merger Agreement”) among Proginet Corporation ~~parties~~(“Proginet”), TIBCO Software Inc., a Delaware corporation (“TIBCO”), and ~~certain~~Perseus ~~termination~~Acquisition ~~rights~~Corporation ~~for~~(“Merger ~~both~~Sub”), ~~the~~a ~~Company~~Delaware corporation and a wholly owned subsidiary of TIBCO, TIBCO ~~Parent. In~~completed ~~certain~~its ~~specified~~acquisition ~~circumstances~~of inProginet ~~connection~~via the merger of Merger Sub with and into Proginet, with Proginet continuing as the ~~termination~~ surviving company in the merger and becoming a wholly owned subsidiary of TIBCO (the “Merger”). The Merger Agreement and the transactions contemplated thereby, including the ~~Company~~Merger, ~~will~~were beapproved ~~required~~by toProginet’s ~~pay~~board ~~Parent~~ of directors and its stockholders. Proginet stockholders approved the Merger Agreement at a ~~termination~~special ~~fee~~meeting ~~equal~~of toProginet $1stockholders held on September 14,~~000,000~~ 2010.

~~Consummation~~ At the effective time and as a result of the Merger, iseach ~~subject~~share toof ~~certain~~common ~~conditions~~stock toof ~~closing,~~Proginet ~~including,~~issued ~~among~~and ~~others,~~outstanding ~~(i)~~immediately prior to the ~~approval~~effective time of the ~~Company’s~~Merger, ~~stockholders~~other than shares owned by Proginet as treasury stock, ~~(ii)~~was converted into the ~~absence~~right ofto ~~any law~~receive $1.15 in cash, ~~order~~without orinterest ~~injunction~~and ~~prohibiting~~less ~~the~~any ~~Merger~~applicable withholding taxes. In addition, outstanding ~~(iii)~~options ~~the~~were ~~accuracy~~canceled ofimmediately prior to the ~~parties’~~ ~~respective~~effective ~~representations~~time, and ~~warranties~~each ~~and~~option ~~(iv)~~holder received, with respect to each cancelled option, the ~~parties’ respective~~amount ~~compliance~~by ~~with~~which ~~covenants~~the ~~and~~$1.15 ~~agreements~~per ~~contained~~share inmerger consideration exceeded the ~~Merger~~option exercise price, less ~~Agreement~~any applicable withholding taxes.

The ~~Company~~ ~~expects~~aggregate tomerger ~~submit~~consideration ~~the Merger Agreement and the Merger~~ to ~~its stockholders~~be aspaid ~~promptly~~by asTIBCO ~~practicable~~in ~~and~~connection towith ~~close~~ the Merger ~~promptly following~~will ~~the~~be ~~receipt~~equal ofto approximately ~~stockholder~~$22.0 ~~approval~~million.

OnThe ~~June 22,~~foregoing ~~2010,~~summary ~~the~~does ~~Company~~not ~~issued~~purport ato ~~press~~be ~~release~~complete ~~announcing~~and ~~that~~is itqualified ~~had~~in ~~entered~~its ~~into the~~entirety ~~Merger~~by ~~Agreement. A~~reference ~~copy~~to the full text of the ~~press~~Merger ~~release~~Agreement, which is ~~attached~~included ~~hereto~~ as Exhibit 99 2.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

~~The foregoing~~Section 3 ~~description~~— ofSecurities ~~the Merger Agreement is only a summary, does not purport to be complete~~ and isTrading ~~qualified~~Markets ~~in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.~~

~~Forward-Looking Statements~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~This Current~~In ~~Report~~connection onwith ~~Form 8-K contains certain “forward-looking statements” within~~ the ~~meaning~~completion of the ~~safe~~Merger ~~harbor~~on ~~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)”~~September 15, ~~“feel(s)”,~~ ~~“believe(s)”~~2010, ~~“will”,~~Proginet ~~“may”,~~has ~~“anticipate(s)”,~~notified ~~“intend(s)”~~OTC ~~and~~Corporate ~~similar expressions~~Actions ~~are~~that ~~intended~~the toMerger ~~identify~~has ~~such forward-looking~~been ~~statements. These statements include~~completed, ~~but are not limited to, the expected timing of the acquisition; the ability of Parent~~ and ~~the~~has ~~Company~~been ~~to close~~advised ~~the~~that ~~acquisition;~~quotation ~~the performance~~ of ~~the~~Proginet ~~parties~~common ~~under~~stock ~~the~~on ~~terms of~~ the ~~Merger~~ ~~Agreement~~OTC ~~and~~Bulletin ~~related~~Board ~~transaction~~will ~~documents;~~be ~~and statements regarding future performance~~suspended. ~~All~~ ofProginet ~~such~~intends ~~information and statements are subject~~ to ~~certain~~file ~~risks~~a ~~and~~certification ~~uncertainties,~~on ~~the~~Form ~~effects~~15 ofrequesting ~~which are difficult to predict and generally beyond the control of the Company,~~ that ~~could~~Proginet’s ~~cause actual~~reporting ~~results~~obligations tounder ~~differ~~Sections ~~materially~~13 ~~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:~~ 15(id) ~~uncertainties associated with the acquisition~~ of the ~~Company~~Securities byExchange ~~Parent,~~Act ~~(ii) uncertainties as to the timing~~ of the Merger; (iii) failure to receive approval of the transaction by the stockholders of Proginet; (iv) the ability of the parties to satisfy closing conditions to the transaction; (v) changes in economic1934, ~~business,~~ competitive, technological and/or regulatory factors; and (vi) those risks identified and discussed by the Company in its filings with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as ofamended ~~the~~be ~~date hereof~~suspended. ~~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 July 31, 2009, Quarterly Reports on Form 10-Q for the fiscal quarters ended October 31, 2009, January 31, 2010, and April 30, 2010 and Current Reports on Form 8-K filed from time to time by the Company. All forward-looking statements are qualified in their entirety by this cautionary statement.

~~Additional Information~~Item ~~and~~3.03. ~~Where~~Material Modification to ~~Find~~Rights Itof Security Holders

~~This~~The ~~Form 8-K~~information ~~may~~set beforth ~~deemed to be proxy solicitation material~~ in ~~respect of the proposed transaction~~Item 2. In01 ~~connection~~is ~~with~~incorporated ~~the~~herein ~~proposed~~by ~~transaction,~~this ~~the Company will file or furnish relevant documents, including a proxy statement, concerning the proposed transaction with the SEC~~reference. ~~Investors~~ and stockholders of the Company are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the Company and the proposed transaction. The final proxy statement will be mailed to the Company’s stockholders.

~~Investors and~~Section 5 ~~stockholders~~— ~~may~~Corporate ~~obtain~~Governance ~~a free copy of the proxy statement~~ and ~~any~~Management other relevant documents filed or furnished by the Company with the SEC (when available) at the SEC’s Web site at www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by the Company by contacting Proginet’s Corporate Secretary at (516) 535-3600 or by going to the investor relations website portion of the Proginet website at http://www.proginet.com/about-us/investor-relations/.

~~The Company~~Item ~~and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction~~5. Information about the directors and executive officers of the Company and their respective interests in the Company by security holdings or otherwise will be set forth in the proxy statement that will be filed by Proginet with the SEC01. ~~Stockholders may~~ ~~obtain~~Changes ~~additional information regarding the interests of the Company and its directors and executive officers~~ in ~~the~~Control ~~Merger, which may be different than those~~ of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the Merger, when filed with the SEC. Each of these documents is, or will be, available as described above.Registrant

As a result of the Merger, the Company became a wholly-owned subsidiary of TIBCO. The description of the Merger is contained in Item 2.01 above and is incorporated herein by this reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 15, 2010, at the effective time of the Merger, each of George T. Hawes, E. Kelly Hyslop, Amit K. Basak, Stephen Kezirian, Allen Wolpert and Sandison Weil, who constituted the Board of Directors of the Company prior to the Merger (the “Prior Directors”), resigned from their directorships of the Company and from all committees of which they were members. The resignation of the Prior Directors did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices. Immediately following resignation of the Prior Directors and pursuant to the Merger Agreement, at the effective time of the Merger on September 15, 2010, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of Proginet. As such, at the effective time, the size of the Board of Directors of Proginet was reduced to three members and each of William R. Hughes, Laura Malinasky and Sydney Carey became members of the Board of Directors of Proginet.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of Proginet. As such, at the effective time of the Merger, on September 15, 2010, Vivek Y. Ranadivé was appointed President of Proginet and Sydney L. Carey was appointed as Treasurer of Proginet. Immediately prior to the effective time of the Merger, each of Sandison Weil, Proginet’s President and Chief Executive Officer, and Joseph Christel, Proginet’s Chief Financial Officer, resigned pursuant to the terms of the Merger Agreement.

Vivek Y. Ranadivé, age 52, has served as TIBCO’s Chief Executive Officer and Chairman of the Board of Directors since TIBCO’s inception in 1997. Mr. Ranadivé founded Teknekron Software Systems, Inc., TIBCO’s predecessor company, in 1985.

Sydney L. Carey, age 45, has served as TIBCO’s Executive Vice President, Chief Financial Officer, since January 2009, and has served in various capacities with TIBCO since January 2004. From February 2002 to January 2004, Ms. Carey was Chief Financial Officer of Vernier Networks. From December 2000 until February 2002, Ms. Carey was Chief Financial Officer of Pacific Broadband Communications.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on September 15, 2010, the Certificate of Incorporation of Proginet was amended and restated. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on September 15, 2010, the bylaws of Merger Sub as in effect at the Effective Time became the bylaws of Proginet. The amended and restated certificate of incorporation and amended and restated bylaws of Proginet are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by this reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

A special meeting of the stockholders of the Company was held on September 14, 2010 at 3:30 p.m. Eastern Time at the offices of Moses & Singer LLP, 405 Lexington Avenue, 12th Floor, New York, New York 10174 (the “Special Meeting”). As of July 30, 2010, the date of record for determining the Proginet stockholders entitled to vote on the proposals presented at the Special Meeting, there were 17,226,624 shares of Proginet common stock issued and outstanding and entitled to vote at the Special Meeting. At the meeting, the holders of 11,943,617 shares of Proginet’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 a majority of the outstanding shares of Proginet common stock. The sole proposal voted on by Proginet’s stockholders was as follows:

To adopt the Merger Agreement:


For	Against	Abstain
11,918,551	24,566	500

Section 8 — Other Events

Item 8.01.

Other Events

On September 15, 2010, Proginet 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 this 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 Proginet Corporation, TIBCO Software Inc., and Perseus Acquisition Corporation, dated as of June 21, 2010*


2.1		Agreement and Plan of Merger by and among Proginet Corporation, TIBCO Software Inc., and Perseus Acquisition Corporation, dated as of June 21, 2010 (incorporated by reference to Exhibit 2.1 to Proginet’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2010).

3.1		Certificate of Incorporation of Proginet Corporation

3.2		Bylaws of Proginet Corporation

99.1		Press Release issued by Proginet Corporation on September 15, 2010

99.1 Press Release issued by Proginet Corporation dated June 22, 2010

* The Company has omitted exhibits and disclosure schedules in accordance with Regulation S-K 601(b)(2). The Company will furnish the omitted exhibits and disclosure schedules to the SEC 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.

	~~Proginet Corporation~~		Proginet Corporation
Date: June 25, 2010	By:	/s/ Sandison Weil
Date: September 17, 2010			By:	/S/ WILLIAM R. HUGHES
	~~Name:~~	~~Sandison Weil~~	Name:	William R. Hughes
	~~Title:~~	~~President and Chief Executive Officer~~	Title:	Secretary

EXHIBIT INDEX

2.1 Agreement and Plan of Merger by and among Proginet Corporation, TIBCO Software Inc., and Perseus Acquisition Corporation, dated as of June 21, 2010*


2.1		Agreement and Plan of Merger by and among Proginet Corporation, TIBCO Software Inc., and Perseus Acquisition Corporation, dated as of June 21, 2010 (incorporated by reference to Exhibit 2.1 to Proginet’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2010).

3.1		Certificate of Incorporation of Proginet Corporation

3.2		Bylaws of Proginet Corporation

99.1		Press Release issued by Proginet Corporation dated September 15, 2010

99.1 Press Release issued by Proginet Corporation dated June 22, 2010

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