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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): September 12, 2007
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-21433   04-2797789
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)
400 Technology Square
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code)
(617) 613-6000
(Registrant’s 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:
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 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated September 12, 2007


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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 12, 2007, Forrester Research, Inc. (the “Company”) received notice that the Nasdaq Listing Hearing and Review Council (the “Listing Council) has determined to call for review the decision by the Nasdaq Listing Qualification Panel (the “Panel”) dated August 31, 2007 and has stayed the delisting of the Company’s common stock pending further review by the Listing Council. The Panel’s decision had indicated that pursuant to Marketplace Rule 4802(b), it did not have discretion to provide the Company with an exception to applicable listing rules beyond September 12, 2007.
On March 16, 2007, the Company announced a delay in filing its Annual Report on Form 10-K for its fiscal year ended December 31, 2006 (“2006 10-K”) because of its ongoing investigation of its stock option granting practices. On May 10, 2007 and August 9, 2007, the Company announced a delay in filing its Quarterly Reports on Form 10-Q for the three months ended March 31, 2007 (“Q1 2007 10-Q”) and for the three months ended June 30, 2007 (“Q2 2007 10-Q”), respectively. As previously announced, the Company has received Staff Determination letters from the Listing Qualifications department of The Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) due to the delay in the filing of its 2006 10-K, Q1 2007 10-Q, and Q2 2007 10-Q.
On June 19, 2007 the Company announced that on June 14, 2007 the Panel granted the request of the Company for continued listing on The Nasdaq Stock Market. The Company’s continued listing was subject to certain conditions, including that on or before September 12, 2007 it file with the SEC the delinquent reports and any required restatement of the Company’s historical financial statements.
While Forrester’s common stock will remain listed on The Nasdaq Stock Market pending the conclusion of the Listing Council’s review, there can be no assurance that the Listing Council will determine that the Company’s common stock should remain listed on The Nasdaq Stock Market following the completion of its review.
The press release issued by the Company on September 12, 2007 in connection with this matter is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits
     
Exhibit    
Number   Description
 
   
99.1
  Press release dated September 12, 2007.

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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.
         
  FORRESTER RESEARCH, INC.
 
 
  By   /s/ GAIL S. MANN    
    Name:   Gail S. Mann   
    Title:   Chief Legal Officer   
 
Date: September 12, 2007

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EXHIBIT INDEX
     
Exhibit    
No.   Description
 
   
99.1
  Press release dated September 12, 2007.

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exv99w1
 

Exhibit 99.1
(FORRESTER LOGO)
FOR IMMEDIATE RELEASE
Nasdaq Grants Stay To Forrester Research
Cambridge, Mass., September 12, 2007 . . . Forrester Research, Inc. (Nasdaq: FORR) today announced that it has received notification that the Nasdaq Listing and Hearing Review Council has determined to call for review the August 31, 2007 decision of the Nasdaq Listing Qualifications Panel denying the request of the company for continued listing on The Nasdaq Stock Market past the date of September 12, 2007. Concurrent with the call for review, the Listing Council determined to stay the suspension of trading and delisting of the company’s common stock.
On March 16, 2007, Forrester announced a delay in filing its Annual Report on Form 10-K for its fiscal year ended December 31, 2006 because of its ongoing investigation of its stock option granting practices. On May 10, 2007 and August 9, 2007, the company announced a delay in filing its Quarterly Reports on Form 10-Q for the first and second quarters of 2007, respectively. As previously announced, Forrester has received Staff Determination letters stating that it is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) due to the delay in the filing of its Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2007 and June 30, 2007.
As previously announced, on June 14, 2007, the Listing Qualifications Panel of The Nasdaq Stock Market granted Forrester’s request for continued listing on The Nasdaq Stock Market. Forrester’s continued listing was subject to certain conditions, including that on or before September 12, 2007 it file with the SEC the delinquent reports and any required restatement of the company’s historical financial statements.
While Forrester’s common stock will remain listed on The Nasdaq Stock Market pending the conclusion of the Listing Council’s review, there can be no assurance that the Listing Council will determine that Forrester’s common stock should remain listed following the completion of its review.
About Forrester Research
Forrester Research, Inc. (Nasdaq: FORR) is an independent technology and market research company that provides pragmatic and forward-thinking advice to global leaders in business and technology. For more than 24 years, Forrester has been making leaders successful every day through its proprietary research, consulting, events, and peer-to-peer executive programs. For more information, visit www.forrester.com.
Contact:

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Karyl Levinson
  Paul Burmeister
Vice President, Corporate Communications
       Senior Finance Advisor
Forrester Research, Inc.
  Forrester Research, Inc.
+1.617.613.6262
  +1.617.613.6270
press@forrester.com
   
     pburmeister@forrester.com
   
     © 2007, Forrester Research, Inc. All rights reserved. Forrester is a trademark of Forrester Research, Inc.