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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)
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Delaware
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000-21433
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04-2797789 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
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:
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))
TABLE OF CONTENTS
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 Companys common stock pending further review by the Listing Council.
The Panels 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 Companys 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 Companys historical financial
statements.
While Forresters common stock will remain listed on The Nasdaq Stock Market pending the conclusion
of the Listing Councils review, there can be no assurance that the Listing Council will determine
that the Companys 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.
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Exhibit |
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Description |
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99.1
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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.
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FORRESTER RESEARCH, INC.
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/s/ GAIL S. MANN
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Name: |
Gail S. Mann |
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Title: |
Chief Legal Officer |
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Date: September 12, 2007
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1
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Press release dated September 12, 2007. |
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exv99w1
Exhibit 99.1
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 companys 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 Forresters request for continued listing on The Nasdaq Stock Market. Forresters
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 companys
historical financial statements.
While Forresters common stock will remain listed on The Nasdaq Stock Market pending the conclusion
of the Listing Councils review, there can be no assurance that the Listing Council will determine
that Forresters 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
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Paul Burmeister |
Vice President, Corporate Communications
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Senior Finance Advisor |
Forrester Research, Inc.
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Forrester Research, Inc. |
+1.617.613.6262
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+1.617.613.6270 |
press@forrester.com |
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pburmeister@forrester.com |
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© 2007, Forrester Research, Inc. All rights reserved. Forrester is a trademark of Forrester
Research, Inc.