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): February 28, 2003 FORRESTER RESEARCH, INC. (Exact Name of Registrant Specified in Charter) Delaware 000-21433 04-2797789 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 400 Technology Square, Cambridge, Massachusetts 02139 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 613-6000 N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 5 Exhibit Index appears on Page 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 20, 2003, Forrester Research, Inc. ("Parent"), its wholly-owned subsidiary, Whitcomb Acquisition Corp. ("the Purchaser") and Giga Information Group, Inc. ("Giga") entered into an Agreement and Plan of Merger (the "Merger Agreement"). In connection with the Merger Agreement, on January 27, 2003, the Purchaser commenced a tender offer to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Giga, at a price of $4.75 per share, net to the seller in cash. The tender offer expired at 12:00 midnight, New York City time on Monday, February 24, 2003. On February 25, 2003, the Purchaser accepted for payment all Shares validly tendered pursuant to the tender offer. Based on information provided to Parent by EquiServe Trust Company, N.A., the depositary for the tender offer, an aggregate of 10,354,044 Shares were tendered and not withdrawn in connection with the tender offer, which constituted approximately 93.6 percent of Giga's outstanding Shares. The merger of the Purchaser into Giga (the "Merger") pursuant to the Merger Agreement occurred on February 28, 2003. As part of the Merger, the Purchaser was merged with and into Giga, resulting in Giga becoming a wholly-owned subsidiary of Parent. Because the Purchaser was the beneficial owner of more than 90% of the outstanding Shares, the Merger was effected without a meeting of stockholders of Giga. In the Merger, each issued and outstanding Share not owned directly or indirectly by Parent or Giga was converted into the right to receive $4.75 in cash, without interest unless the holders of any such Shares properly exercise their appraisal rights under Delaware law. The Purchaser paid consideration of approximately $60 million to acquire the Shares (including Shares purchased pursuant to the exercise of in-the-money stock options and warrants in connection with the transactions contemplated by the Merger Agreement) in connection with the tender offer and the Merger. The Purchaser obtained this consideration from Parent. On March 3, 2003, Parent issued a press release announcing consummation of the Merger, the full text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Giga is a leading global technology advisory firm that provides objective research, pragmatic advice, and personalized consulting. Emphasizing close interaction between analyst and client, Giga enables companies to make better strategic decisions that maximize technology investments and achieve business results. Founded in 1995, Giga is headquartered in Cambridge, Massachusetts and has offices worldwide. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements The financial statements of Giga required by this item will be filed by amendment to this report as soon as practicable, but no later than 60 days after the date hereof. (b) Pro Forma Financial Information The pro forma financial information required by this item will be filed by amendment to this report as soon as practicable, but no later than 60 days after the date hereof. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of January 20, 2003 among Parent, the Purchaser and Giga (incorporated by reference to the Current Report on Form 8-K filed by Parent with the SEC on January 22, 2003). 99.1 Press Release dated March 3, 2003. -2-
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. FORRESTER RESEARCH, INC. By: /s/ Warren Hadley ----------------------------------- Name: Warren Hadley Title: Chief Financial Officer Dated: March 14, 2003 -3-
Exhibit Index Exhibit Description Page - ------- ----------- ---- 2.1 Agreement and Plan of Merger dated as of January 20, 2003 among N/A Parent, the Purchaser and Giga (incorporated by reference to the Current Report on Form 8-K filed by Parent with the SEC on January 22, 2003). 99.1 Press Release dated March 3, 2003. 5 -4-
Exhibit 99.1 FOR IMMEDIATE RELEASE FORRESTER RESEARCH COMPLETES ACQUISITION OF GIGA INFORMATION GROUP CAMBRIDGE, Mass., March 3, 2003 . . . Forrester Research, Inc. (Nasdaq: FORR), a leading provider of research and analysis on emerging technologies, today announced the completion of its acquisition of Giga Information Group, Inc., a leading global technology advisory firm. Giga will operate as a wholly owned subsidiary of Forrester Research. "Forrester's acquisition of Giga is right for our clients, our investors, and our employees," stated George F. Colony, Forrester's chairman of the board and chief executive officer. "The complementary combination of Forrester's focus on emerging technology research and Giga's strong IT research ensures that companies have the necessary tools to make critical business technology-related decisions." Forrester has begun the integration process with Giga to enable a smooth, fiscally responsible transition while also retaining the high-quality products and service its clients expect. Forrester Research enables companies to understand the impact of technology on business. Forrester's WholeView(TM) Research, Strategic Services, and Events help clients understand how technology change affects their customers, strategy, and technology investment. Giga, through its Giga Advisory(R), Giga Consulting(TM), and Events, provides objective research, pragmatic advice, and personalized consulting to global IT professionals. Established in 1983, Forrester is headquartered in Cambridge, Mass. For additional 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 include, but are not limited to, Forrester's statements about its acquisition of Giga. 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, market trends, competition, the need to retain professional staff, possible variations in Forrester's quarterly operating results, Forrester's ability to successfully complete the acquisition of Giga and integrate Giga into Forrester's operations, Forrester's dependence on renewals of its membership-based research services and on key personnel, and risks associated with Forrester's ability to offer new products and services. Forrester Research 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. - ### - Contact: Contact: Karyl Levinson Kimberly Maxwell Director, Corporate Communications Director, Investor Relations Forrester Research, Inc. Forrester Research, Inc. + 1 617/613-6262 +1 617/613-6234 (C) 2003, Forrester Research, Inc. All rights reserved. Forrester and WholeView are trademarks of Forrester Research, Inc. Giga Advisory and Giga Consulting are trademarks of Giga Information Group, Inc. -5-