As filed with the Securities and Exchange Commission on July 28, 2006

Registration No. 333-38626

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Forrester Research, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		04-2797789 (I.R.S. Employer Identification No.)

400 Technology Square
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code)

AMENDED AND RESTATED FORRESTER RESEARCH, INC.
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)

GAIL S. MANN, ESQ.
Chief Legal Officer and Secretary
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
617-613-6078
(Name, address and telephone number, including area code, of agent for service)

Please send copies of all communications to:
KEITH F. HIGGINS, ESQ.
Ropes & Gray LLP
One International Place
Boston, MA 02110
617-951-7000
617-951-7050 (facsimile)

 

 

EXPLANATORY NOTE

     This post-effective amendment is being filed because up to 2,500,000 shares that are subject to outstanding options granted under the 1996 Amended and Restated Equity Incentive Plan of Forrester Research, Inc. (the “Registrant”) that are forfeited or cancelled in whole or in part may be awarded under the 2006 Equity Incentive Plan of the Registrant.

PART II

Item 8.		Exhibits.

Exhibit		Description
5		Opinion of Ropes & Gray LLP.
23.1		Consent of BDO Seidman, LLP.
23.2		Consent of Ropes & Gray LLP (included in its opinion in Exhibit 5).
24		Powers of Attorney (contained in Part II hereof under Signatures and Power of Attorney).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, the Commonwealth of Massachusetts, on July 28, 2006.

SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on July 28, 2006.

     Further, we, the undersigned officers and directors of Forrester Research, Inc. (the “Corporation”) hereby severally constitute and appoint George F. Colony, Warren Hadley and Gail S. Mann, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities as indicated, any and all amendments or supplements to this Post-Effective Amendment to Form S-8 of the Corporation (including post-effective amendments), and generally to do all such things in connection therewith in our name and on our behalf in our capacities as indicated to enable the Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys or any of them, to any and all amendments.

Signature		Title
/s/ George F. Colony		Chairman of the Board and Chief Executive Officer
George F. Colony		(Principal Executive Officer)
/s/ Warren Hadley		Chief Financial Officer and Treasurer
Warren Hadley		(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert M. Galford		Director
Robert M. Galford
/s/ Gretchen Teichgraeber		Director
Gretchen Teichgraeber
/s/ Michael H. Welles		Director
Michael H. Welles
/s/ Henk W. Broeders		Director
Henk W. Broeders
/s/ George R. Hornig		Director
George R. Hornig

EXHIBIT 5

[Letterhead of ROPES & GRAY LLP]

July 28, 2006

Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139

Ladies and Gentlemen:

This opinion is furnished to you in connection with Post-Effective Amendment No. 1 to the registration statement on Form S-8 (the “Registration Statement”), Registration Number 333-38626, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, for the registration of shares of common stock of Forrester Research, Inc., a Delaware corporation (the “Company”) that are subject to outstanding options granted under the 1996 Equity Incentive Plan that are forfeited or cancelled in whole or in part (the “Shares”). Pursuant to the Post-Effective Amendment, the common stock so registered may be issued pursuant to certain awards (the “Awards”) under the Company’s 2006 Equity Incentive Plan (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of this Plan. For purposes of this opinion, we have examined or relied upon such documents, records, certificates and other instruments as we have deemed necessary, including the Registration Statement and the Plan. The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution, and the reported cases interpreting those laws.

Based upon the foregoing, we are of the opinion that the Shares to be issued pursuant to the Plan have been duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 constituting a part of this Registration Statement on Form S-8, Registration Number 333-38626, of our reports dated March 14, 2006 relating to the consolidated financial statements and the effectiveness of Forrester Research, Inc.’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP

Boston, Massachusetts
July 28, 2006