8-K

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 4, 2006

Commission File Number 0-22935

PEGASUS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2605174
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Campbell Centre I, 8350 North Central Expressway, Suite 1900, Dallas, Texas 75206

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code: (214) 234-4000

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:

     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))

TABLE OF CONTENTS

Press Release - Adoption of Agreement and Plan of Merger by Stockholders

Press Release - Completion of Merger

Item 8.01 Other Events.

     On May 3, 2006, Pegasus Solutions, Inc. (the “Company”) issued a press release announcing that, at a special meeting, the stockholders of the Company had voted to adopt the Agreement and Plan of Merger dated as of December 19, 2005 among the Company, Perseus Holding Corp. and 406 Acquisition Corp., providing for the acquisition of the Company by an entity currently controlled by Prides Capital Partners, LLC (the “Merger”).

     On May 4, 2006, the Company issued a press release announcing that the Merger had been completed. Under the terms of the Merger Agreement, each share of Company’s common stock, $0.01 par value per share, was cancelled and automatically converted into the right to receive $9.50 per share in cash, without interest, other than shares held by Perseus Holding Corp. or any direct or indirect subsidiary of Perseus Holding Corp.

     Copies of the press releases issued by the Company on May 3, 2006 and May 4, 2006 are attached hereto as Exhibits 99.1 and 99.2.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

99.1	Press release dated May 3, 2006, announcing adoption of Agreement and Plan of Merger by stockholders.
99.2	Press release dated May 4, 2006, announcing completion of the merger.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	PEGASUS SOLUTIONS, INC.
May 4, 2006	/s/ Susan K. Conner
	Susan K. Conner Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:
Susan K. Conner
(214) 234-4140

Media Contact:
Chip Rosales
(214) 234-4613

Pegasus Solutions Stockholders Approve Merger Agreement

DALLAS, May 3, 2006 — Pegasus Solutions, Inc. (Nasdaq: PEGS) today announced that at a special stockholder meeting today in Dallas, the stockholders of the company voted to adopt the merger agreement providing for the acquisition of Pegasus by an entity currently controlled by Prides Capital Partners, LLC. Dallas-based Pegasus is a global leader in providing technology and services to hotels and travel distributors.

The proposed merger was announced on December 19, 2005 and is expected to be completed on May 4, 2006, subject to the satisfaction or waiver of all the closing conditions set forth in the merger agreement. Under the terms of the merger agreement, Pegasus stockholders will receive $9.50 per share in cash without interest for each share of common stock.

About Pegasus Solutions, Inc .

Dallas-based Pegasus Solutions, Inc. (Nasdaq: PEGS) is a global leader in providing technology and services to hotels and travel distributors. Founded in 1989, Pegasus’ customers include a majority of the world’s travel agencies and more than 60,000 hotel properties around the globe. Pegasus’ services include central reservation systems, electronic distribution services, commission processing and payment services, and marketing representation services, including the consumer Web site, www.hotelbook.com™. The company’s representation services, including Utell by Pegasus™ and Unirez by Pegasus™, are used by more than 7,000 member hotels in 140 countries, making Pegasus the hotel industry’s largest third-party marketing and reservations provider. Pegasus has 17 offices in 12 countries, including regional hubs in London, Singapore and Scottsdale, Arizona. For more information, please visit www.pegs.com.

About Prides Capital Partners, LLC

Prides Capital, based in Boston and San Francisco, specializes in strategic block, active investing in small- and micro-cap public and private companies. In partnership with its management teams, Prides seeks to create value through strategic, operational and financial assistance. For more information, please visit http://www.pridescapital.com.

Additional Information and Where to Find It

In connection with the proposed merger, on March 31, 2006, Pegasus filed a definitive Proxy Statement with the Securities and Exchange Commission for its Special Meeting of Stockholders. INVESTORS AND SECURITY

HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Pegasus at the Securities and Exchange Commission’s website at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free by directing such request to Pegasus Solutions Investor Relations, 8350 N. Central Expressway, Suite 1900, Dallas, Texas 75206, USA, telephone (214) 234-4000.

This press release contains “forward-looking statements” under the Private Securities Reform Act of 1995 that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes, or if any of these assumptions proves incorrect, the results of Pegasus and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the occurrence and timing of the closing of the merger, and statements of assumptions underlying the foregoing.

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EX-99.2

Exhibit 99.2

	FOR IMMEDIATE RELEASE
	Investor Contact:
	Susan K. Conner
	(214) 234-4140
Media Contact:	Media Contact
For Pegasus Solutions	For Prides Capital Partners
Chip Rosales	Hank Lawlor
(214) 234-4613	617-778-9222

Prides Capital Partners, LLC Completes Acquisition
of Pegasus Solutions, Inc.

DALLAS, May 4, 2006 — Pegasus Solutions, Inc. (Nasdaq: PEGS) announced today the completion of the acquisition of Pegasus by an investor group led by Prides Capital Partners, LLC, including entities affiliated with Prides, Tudor Investment Corporation and Belfer Management. Dallas-based Pegasus is a global leader in providing technology and services to hotels and travel distributors.

On December 19, 2005, affiliates of Prides Capital Partners, LLC entered into a merger agreement with Pegasus to acquire the company in a transaction valued at approximately $275 million. Under the terms of the merger agreement, Pegasus stockholders not affiliated with the investment group will receive $9.50 in cash, without interest, for each share of Pegasus common stock.

“We’re excited to complete this acquisition and move forward with the Pegasus team,” said Kevin Richardson, a managing partner at Prides Capital. “Pegasus has a strong core franchise, leading edge technology and a management team that is focused on meeting customers’ evolving needs, which we believe will be key factors as the company continues to expand its market position.”

Commenting on the closing, John F. Davis III, president, chief executive officer and chairman of Pegasus Solutions, said: “I am pleased with the successful outcome of this transaction and welcome our expanded relationship with Prides Capital. Pegasus will continue to focus on developing products and delivering technology and business process solutions that help hotels and travel distributors come together to maximize revenue and profitability.”

Pegasus common stock will cease trading on the Nasdaq at market close today, May 4, 2006, and will be delisted. As soon as is practicable, a paying agent appointed by Pegasus will send information to all

Pegasus stockholders of record, explaining how they can surrender Pegasus common stock in exchange for $9.50 per share in cash, without interest. Stockholders of record should await this information before surrendering their shares. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, since these conversions will be handled by the bank or broker.

About Pegasus Solutions, Inc.

Dallas-based Pegasus Solutions, Inc. (Nasdaq: PEGS) is a global leader in providing technology and services to hotels and travel distributors. Founded in 1989, Pegasus’ customers include a majority of the world’s travel agencies and more than 60,000 hotel properties around the globe. Pegasus’ services include central reservation systems, electronic distribution services, commission processing and payment services, and marketing representation services, including the consumer Web site, www.hotelbook.com™. The company’s representation services, including Utell by Pegasus™ and Unirez by Pegasus™, are used by more than 7,000 member hotels in 140 countries, making Pegasus the hotel industry’s largest third-party marketing and reservations provider. Pegasus has 17 offices in 12 countries, including regional hubs in London, Singapore and Scottsdale, Arizona. For more information, please visit www.pegs.com.

About Prides Capital Partners, LLC
Prides Capital, based in Boston and San Francisco, specializes in strategic block, active investing in small- and micro-cap public and private companies. In partnership with its management teams, Prides seeks to create value through strategic, operational and financial assistance. For more information, please visit www.pridescapital.com.

About Tudor
Founded in 1980, The Tudor Group is a leading alternative asset management firm consisting of Tudor Investment Corporation and its affiliates. Managing over $14 billion, the firm’s investment capabilities are broad and diverse. The Tudor Group is active in global macro trading, equity investing in the U.S., Europe and Asia, emerging markets, commodities, event driven strategies and technical trading systems.

About Belfer
Belfer Management is a diversified investment firm which historically has emphasized the energy, real estate and financial services industries

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