UNITED STATES
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): January 26, 2006

Forrester Research, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-21433		04-2797789
(State or other juris- diction of incorporation		(Commission on File Number)		(IRS Employer Identification No.)

400 Technology Square, Cambridge, MA		02139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 613-6000
(Former name or former address, if changed 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 (see General Instruction A.2. below):

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 4.02(b) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     A. On January 26, 2006, Forrester Research, Inc.’s (the “Company”) independent registered public accounting firm, BDO Seidman, LLP, (“BDO Seidman”), notified the Company that there was an error in the consolidated interim financial statements contained in the Company’s quarterly reports on Form 10-Q for the fiscal quarters ended June 30, 2005 and September 30, 2005 and that these financial statements should no longer be relied upon because of such error. As discussed more fully below, this error is non-cash in nature and pertains specifically to the accounting for stock options issued to employees.

     On March 31, 2005, the Company granted performance-based stock options to employees to purchase a total of 940,500 shares of common stock. These stock options should have been accounted for as variable options until the performance criteria were met based upon 2005 financial performance. The Company erroneously failed to record non-cash stock-based compensation expense in the second and third quarters of 2005 of approximately $290,000 and $729,000, respectively, associated with these stock options. As a result, the Company will be restating its financial statements as of and for the three and six-month periods ended June 30, 2005 and the three and nine-month periods ended September 30, 2005.

     The Company intends to file amendments to its quarterly reports on Form 10-Q for the quarterly periods ended June 30, 2005 and September 30, 2005 as soon as practicable.

     B. On January 31, 2006, BDO Seidman and Company management met with the Audit Committee of the Board of Directors to discuss the matters described above. The Company provided the Audit Committee with information showing the financial statement impact of the error to assist the Audit Committee in its assessment of the error.

     C. The Company has furnished BDO Seidman with a copy of this Report on Form 8-K and has asked BDO Seidman to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether BDO Seidman agrees with the statements made by the Company herein. The Company will amend this report in accordance with Item 4.02(c) of Form 8-K to file the independent accountant’s letter required by such item.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated January 31, 2006 issued by Forrester Research, Inc.

SIGNATURE

     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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Forrester Research Corrects Second Quarter And Third Quarter 2005 Non-Cash Stock Based
Compensation Accounting Error

CAMBRIDGE, Mass., January 31, 2006 . . . Forrester Research, Inc. (Nasdaq: FORR) today announced that on January 26, 2006 its independent registered public accounting firm, BDO Seidman, LLP, informed the company that it had incorrectly accounted for performance-based stock options to purchase 940,500 shares of common stock granted on March 31, 2005. As a result of the error, Forrester did not record non-cash stock-based compensation expense of approximately $290,000 for the quarter ended June 30, 2005 and approximately $729,000 for the quarter ended September 30, 2005. Forrester expects that its fourth quarter results will include a non-cash stock compensation expense of approximately $537,000 for the fourth quarter relating to these options. After consultation with BDO Seidman and the Audit Committee of the Board of Directors, the company has decided to restate its financial statements for these two periods. Revised reports on Form 10-Q for the affected quarters will be filed as soon as practicable.

In addition, as a result of the error, Forrester expects to report a material weakness with respect to its internal controls over accounting for stock-based compensation as of December 31, 2005. The company plans to report fourth-quarter and full-year 2005 results on February 1, 2006 before the market opens and will host a conference call at 11:00 a.m. EDT.

Forrester Research (Nasdaq: FORR) is an independent technology and market research company that provides pragmatic and forward-thinking advice about technology’s impact on business and consumers. For 22 years, Forrester has been a thought leader and trusted advisor, helping global clients lead in their markets through its research, consulting, events, and peer-to-peer executive programs. For more information, visit www.forrester.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Forrester’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, Forrester’s ability to anticipate business and economic conditions, technology spending, market trends, competition, industry consolidation, the ability to attract and retain professional staff, possible variations in Forrester’s quarterly operating results, risks associated with Forrester’s ability to offer new products and services, and Forrester’s dependence on renewals of its membership-based research services and on key personnel. Forrester undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to Forrester’s reports and filings with the Securities and Exchange Commission.

Kimberly Maxwell
Director, Investor Relations
Forrester Research, Inc.
+1 617/613-6234
kmaxwell@forrester.com

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