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): March 2, 2007
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-21433
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04-2797789 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification Number) |
400 Technology Square
Cambridge, Massachusetts 02139
(Address, of principal executive offices, including zip code)
(617) 613-6000
(Registrants Telephone number including area code)
N/A
(Former Name or Former Address, if Changes 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
As previously announced, the Audit Committee of the Board of Directors of Forrester Research, Inc.
(the Company) is conducting an investigation into the Companys stock option granting practices,
principally during the period between 1997 and 2006. The Company is being assisted in the
investigation by the law firms of Ropes & Gray LLP and Skadden, Arps, Slate, Meagher & Flom LLP and
the consulting firm of Huron Consulting Group.
Although the investigation is not yet complete, the Audit Committee has identified option grants,
principally granted between 1998 and 2004, that had exercise prices lower than the fair value of
the common stock on the appropriate accounting measurement dates that were not appropriately
accounted for. In light of these preliminary findings, management has concluded, and the Audit
Committee of the Companys Board of Directors agreed, that the Company will need to restate its
historical financial statements to record additional non-cash charges for compensation expense
relating to past stock option grants and related tax impacts. The Company has not yet completed its
assessment of materiality for each prior period, nor has it determined the full amount of any such
charges, the resulting tax and accounting impact, or which periods may require restatement.
Accordingly, on March 2, 2007, management of the Company concluded, and the Audit Committee of the
Companys Board of Directors agreed, that the Companys
financial statements, all selected financial data and earnings and
press releases and similar communications issued by the Company relating to the years 1998 through
2006, including any interim periods, should no longer be relied upon. The Company does not expect
to be able to file on a timely basis its Annual Report on Form 10-K, which is due on March 16,
2007.
Management has not yet assessed whether any control deficiencies identified in the internal review
for prior periods will require modifications to current controls and procedures.
The Companys management and the Audit Committee have discussed these matters with BDO Seidman,
LLP, the Companys independent registered public accounting firm.
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