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

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)

(Address, of principal executive offices, including zip code)

(Registrant’s Telephone number including area code)

N/A

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))

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 19, 2007, Forrester Research, Inc. (the “Company”) received a Staff Determination letter 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). As anticipated, the letter was issued in accordance with Nasdaq procedures when Forrester did not file its Annual Report on Form 10-K for the year ended December 31, 2006. The letter stated that The Nasdaq Stock Market will suspend trading of the Company’s common stock at the opening of business on March 27, 2007 unless the Company requests a hearing with the Listing Qualifications panel (the “Panel”) in accordance with Nasdaq Marketplace Rules. In response, the Company will request a hearing, which will stay the suspension of trading in the Company’s common stock pending the decision of the Panel.

As previously announced on December 19, 2006, the Audit Committee of Forrester’s Board of Directors is conducting an internal review of Forrester’s stock option granting practices. The Audit Committee reported findings to the Board of Directors relating to the conduct of certain directors, officers and former officers. The investigation is ongoing for the purpose of determining the correct measurement dates for options granted between 1998 and 2006. Forrester will need to restate its historical financial statements to record additional charges for compensation expense relating to past stock option grants and related tax impacts. Forrester 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.

The press release issued by the Company on March 22, 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 March 22, 2007.

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: March 22, 2007

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated March 22, 2007.

Forrester Research Receives Anticipated Nasdaq Notice Regarding
Delayed Form 10-K Filing

CAMBRIDGE, Mass., March 22, 2007 . . . Forrester Research, Inc. (Nasdaq: FORR) today announced that it will request a hearing before the Nasdaq Listing Qualifications Panel in response to the receipt of a Nasdaq Staff Determination letter indicating that the company is not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14). As anticipated, the letter was issued in accordance with Nasdaq procedures when Forrester did not file its annual report on Form 10-K for the year ended December 31, 2006. Forrester’s request for a hearing will ensure continued trading in Forrester’s common stock on The Nasdaq Stock Market pending the decision of the panel.

As announced on December 19, 2006, the audit committee of Forrester’s Board of Directors is conducting an internal review of Forrester’s stock option granting practices. The audit committee reported findings to the Board of Directors relating to the conduct of certain directors, officers, and former officers. The investigation is ongoing for the purpose of determining the correct measurement dates for options granted between 1998 and 2006. Forrester will need to restate its historical financial statements to record additional charges for compensation expense relating to past stock option grants and related tax impacts. Forrester is focused on resolving these issues and plans to file its Form 10-K as soon as possible following completion of the independent investigation.

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 23 years, Forrester has been making leaders successful every day through its proprietary research, consulting, events, and peer-to-peer executive programs.

^© 2007, Forrester Research, Inc. All rights reserved. Forrester is a trademark of Forrester Research, Inc.

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Contact:

Karyl Levinson
Vice President, Corporate Communications
Forrester Research, Inc.
+ 1 617/613-6262
press@forrester.com

Phyllis Paparazzo
Director, Investor Relations
Forrester Research, Inc.
+1 617/613-6234
ppaparazzo@forrester.com