As filed with the Securities and Exchange Commission on March 31, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
THE SECURITIES ACT OF 1933
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1033 MASSACHUSETTS AVENUE
CAMBRIDGE, MA 02138
(Address, of principal executive offices, including zip code)
SUSAN M. WHIRTY, ESQ.
VICE PRESIDENT, OPERATIONS AND GENERAL COUNSEL
FORRESTER RESEARCH, INC.
1033 MASSACHUSETTS AVENUE
CAMBRIDGE, MA 02138
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Please send copies of all communications to:
KEITH F. HIGGINS, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement under the earlier effective
registration statement for the same offering. [ ]
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS SUBJECT TO COMPLETION,
DATED MARCH 31, 1998
FORRESTER RESEARCH, INC.
(PAR VALUE $.01 PER SHARE)
This Prospectus relates to up to 1,000,000 shares (the "Shares") of Common
Stock, $.01 par value per share (the "Common Stock") of Forrester Research, Inc.
(the "Company" or "Forrester"), that may be offered and sold by the Selling
Stockholder to certain employees of the Company (the "Employees") upon the
exercise of nonqualified stock options (the "Stock Options") granted to such
Employees by the Selling Stockholder pursuant to Stock Option Agreements (the
The Selling Stockholder will sell the Shares to the Employees in
accordance with the terms of the Option Agreements. Some of the Shares may be
sold to affiliates of the Company who will not resell them except pursuant to an
effective registration statement under the Securities Act of 1933 or pursuant to
an exemption from registration. The exercise price of each Stock Option is
$19.13 per share as set forth in each Option Agreement.
The outstanding Common Stock of the Company is quoted on the Nasdaq
National Market ("NNM") under the symbol "FORR". On March 27, 1998, the last
reported sale price of the Common Stock on the NNM was $34.50 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock. The Company will pay all the expenses of the registration of the
Common Stock by the Selling Stockholder. Such expenses to be borne by the
Company are estimated at $22,500.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
The date of this Prospectus is , 1998.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, on payment of prescribed charges. Such
reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006. In addition, material that
the Company files electronically with the Commission is available at the
Commission's Web site, http://www.sec.gov, which contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act, with respect
to the shares of Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission, and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the exhibits are on file at
the offices of the Commission and may be obtained upon payment of the fees
prescribed by the Commission, or examined without charge at the public reference
facilities of the Commission described above.
No person is authorized in connection with the offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company or the Selling Stockholder set forth under "Selling
Stockholder". This Prospectus relates solely to the Common Stock and it may not
be used or relied on in connection with any other offer or sale of securities of
the Company. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy by any person in any jurisdiction in which it
is unlawful for such person to make such an offer or solicitation. Neither the
delivery of this Prospectus at any time nor any sale made hereunder shall under
any circumstance imply that the information herein is correct as of any date
subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Commission by the Company are incorporated herein by reference and made a part
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A dated November 15,
1996, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of the initial filing of the Registration Statement of which this Prospectus is
a part and prior to the termination of the offering shall be deemed incorporated
herein by reference from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents that have been incorporated by reference in this
Prospectus, other than exhibits to such documents. Such documents may be
obtained by writing to Forrester Research, Inc., 1033 Massachusetts Avenue,
Cambridge, MA 02138, Attention: Corporate Secretary, or by calling
The Company is a leading independent research firm offering products
and services that help its clients assess the effect of technology on their
businesses. The Company provides analysis and insight into a broad range of
technology areas such as computing, software, networking, the Internet, and
telecommunications, and projects how technology trends will impact businesses,
consumers, and society. Forrester's clients, which include senior management,
business strategists, and information technology professionals within large
enterprises, use Forrester's prescriptive research to understand and benefit
from current developments in technology, and as support for their development
and implementation decisions.
Forrester offers its clients annual memberships to the core research
produced by any of its 12 Strategy Research Services and one Quantitative
Research Service. Each Strategy and Quantitative Research Service focuses on a
particular area of technology and explores business issues relevant to clients'
decision-making. These issues include the impact that the application of
technology may have on financial results, investment priorities, organizational
effectiveness, and staffing requirements. Forrester also provides advisory
services to a limited number of clients to help them explore in greater detail
the topics covered by the core research.
Forrester targets its products and services to both large enterprises
and technology vendors. As of December 31, 1997, Forrester's research was
delivered to 1,029 client companies. No single client company accounted for over
3% of the Company's revenues during the year ended December 31, 1997.
Approximately 80% of Forrester's client companies with memberships expiring
during the year ended December 31, 1997 renewed one or more memberships for the
Company's products and services.
The Company was incorporated in Massachusetts on July 7, 1983 and
reincorporated in Delaware on February 21, 1996. The Company's executive offices
are located at 1033 Massachusetts Avenue, Cambridge, Massachusetts 02138, and
its telephone number is (617) 497-7090.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the Common Stock
offered hereunder by the Selling Stockholder.
The Selling Stockholder is George F. Colony, the Chairman of the Board,
President and Chief Executive Officer of the Company and the beneficial owner of
70.9% of the outstanding shares of Common Stock of the Company as of March 27,
1998. The Company may from time to time supplement or amend this Prospectus, as
required, to provide other information with respect to the Selling Stockholder.
The following table sets forth certain information regarding ownership
of the Company's Common Stock by the Selling Stockholder. If the Selling
Stockholder had sold all of the shares subject to the Stock Options as of March
27, 1998, he would have been the beneficial owner of 4,997,630, or 59.0%, of the
outstanding shares of Common Stock of the Company as of such date. However,
because one or more of the Stock Options may be terminated or may expire without
having been exercised, in whole or in part, it is impossible to estimate the
amount of the Common Stock that the Selling Stockholder will hold upon
termination of this offering.
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NUMBER OF SHARES OF COMMON NUMBER OF SHARES
SELLING STOCKHOLDER STOCK BENEFICIALLY OWNED OFFERED HEREBY
- ------------------- -------------------------- ----------------
George F. Colony 5,997,630(1) 1,000,000
(1) Includes 1,000 shares of Common Stock owned by Mr. Colony's wife and
500 shares subject to currently exercisable stock options.
DESCRIPTION OF STOCK OPTIONS AND OPTION AGREEMENTS
Each of the Stock Options granted by the Selling Stockholder to an
Employee is governed by an Option Agreement from the Selling Stockholder to that
Employee. A copy of the form of Option Agreement is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.
SUMMARY OF TERMS OF OPTION AGREEMENTS
Each Option Agreement provides for the grant of a specified number of
Stock Options to the respective Employee with an exercise price of $19.13 per
Payment. The exercise price of all Stock Options may be paid in full in
cash, by certified check, bank draft, money order or, in the Selling
Stockholder's sole discretion, by delivery of the option holder's promissory
note, or by a combination of the foregoing.
Transferability. The Stock Options are transferable only by will or the
laws of descent and distribution.
Changes in Stock. If the outstanding shares of Common Stock of the
Company are at any time changed or exchanged by declaration of a stock dividend,
stock split or combination of shares, the Selling Stockholder will appropriately
adjust the number and kind of Shares subject to the Option Agreement, the
exercise price and other relevant provisions of the Stock Options.
Exercise of Options. The latest date on which any Stock Option may be
exercised is January 27, 2008. The Stock Options become exercisable in the
following installments and at the following times: approximately one thirty-
sixth of the Stock Options granted to the Employee become exercisable on the
28th day of each month commencing February 28, 1998 and ending January 28, 1999;
and approximately one third of such Stock Options become exercisable on each of
January 28, 2000 and January 28, 2001. An Employee electing to exercise a Stock
Option must give written notice to the Selling Stockholder of the election,
accompanied by any documents required by the Selling Stockholder and the
Tax Withholding. When an Employee exercises a Stock Option, the Selling
Stockholder may require the Employee to remit to the Company an amount necessary
to satisfy any tax withholding requirements (or make other satisfactory
arrangements) prior to delivery of the Shares.
Termination. If an Employee's employment with the Company terminates
because of death or permanent and total disability, the Stock Option may be
exercised, to the extent it is then exercisable, by the Employee or the
Employee's executor, administrator or heir at any time within one year of the
date of termination, but in no event later than January 27, 2008.
If an Employee's employment with the Company terminates for any reason
other than by death or disability, the portion of the Stock Option that is not
then exercisable will terminate. The portion of the Stock Option that is
exercisable on that date will continue to be exercisable for a period of three
months thereafter (but in no event later than January 27, 2008) unless the
Employee was discharged for cause (as determined by the Compensation Committee
of the Board of Directors of the Company).
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If an Employee dies during the three-month period following termination of
employment, the Stock Options of such Employee will remain exercisable for the
period set forth in the Option Agreement.
Each Stock Option will vest and become exercisable for the Shares in
whole upon the 20th day prior to the date upon which there is scheduled to occur
a consolidation or merger in which the Company is not the surviving corporation
or which results in the acquisition of substantially all of the Company's
outstanding Common Stock by a single person or entity or by a group of persons
and/or entities acting in concert, or the sale or transfer of substantially all
of the Company's assets, and following the consummation of the transaction, the
Stock Option will be thereafter exercisable for such shares or other interests
as the Employee would have been entitled to receive if the Stock Option had been
exercised in full for the Shares immediately prior to such event.
Cancellation and Modification of Terms. With the consent of the
affected Employee, the Selling Stockholder may, at any time, cancel any Stock
Option and grant another Stock Option for such number of Shares as the Selling
Stockholder so specifies. The Selling Stockholder has the right, in his sole
discretion, to accelerate the exercisability of the Stock Options or otherwise
modify certain terms of the Option Agreement.
Until April 1, 1998, each Stock Option will be held in trust for the
benefit of each respective Employee and thus was not exercisable by the
Employee. As of April 1, 1998, pursuant to the terms of the agreement governing
such trust, the Stock Options will be released from the trust and thereafter
held directly by each respective Employee.
FEDERAL INCOME TAX CONSEQUENCES
Prior to exercising a Stock Option, an Employee should consult with his
or her personal tax advisor concerning the possible federal and state tax
consequences of such an exercise, as well as state and local income tax
consequences which are not addressed herein.
Federal Income Tax Consequences for Employees. An Employee will not
recognize income at the time of grant of a Stock Option. The Employee will
generally recognize ordinary compensation income, subject to withholding, at the
time the Employee exercises the Stock Option, equal in amount to the excess of
the fair market value of the Shares acquired upon exercise over the exercise
price. An Employee who chooses to exercise a Stock Option in whole or in part by
delivery of other shares of Common Stock already owned by the Employee should
consult with his or her own tax advisor concerning the tax consequences of such
Federal Income Tax Consequences on Subsequent Sale of Stock. If Shares
acquired upon exercise of a Stock Option are later sold or exchanged, any gain
or loss recognized in the sale or exchange will be taxed as a capital gain or
loss. The amount, tax rate and other treatment applicable to any such capital
gain or loss will depend upon the tax basis and holding period applicable to the
Shares. In general, an Employee will have a tax basis in any Shares acquired
under a Stock Option equal to the amount paid for the Shares plus the amount of
ordinary income realized upon exercise, and the Employee's holding period in the
Shares will be measured from the date of exercise. However, special rules may
apply where an Employee exercises a Stock Option in whole or in part by delivery
of previously acquired Common Stock.
PLAN OF DISTRIBUTION
The Shares are being registered to permit the offer and sale by the
Selling Stockholder of the Shares subject to the Stock Options. The Company has
agreed, among other things, to bear all expenses in connection with the
Registration Statement and the sale of the Shares covered by this Prospectus.
The Shares may be sold from time to time at an offering price of $19.13 per
share in accordance with the terms of the Option Agreements. Some of the Shares
may be sold to affiliates of the Company, who will not resell them except
pursuant to an effective registration statement under the Securities Act of 1933
or pursuant to an exemption from such registration.
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The Common Stock is listed for trading on the NNM, and the Shares have
been approved for listing on the NNM.
VALIDITY OF SHARES
The validity of the Shares offered hereby will be passed upon for the
Company by Ropes & Gray, One International Place, Boston, Massachusetts.
The consolidated financial statements and schedule appearing in
Forrester Research, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated by reference in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
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INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
SEC registration fee........................ $ 5,643
Legal fees and expenses*.................... 7,500
Accounting fees and expenses*............... 5,000
Total Expenses..................... $22,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
the exculpation from liabilities is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined. The
Bylaws provide that the Company shall indemnify its directors and officers to
the full extent permitted by the laws of the State of Delaware.
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The Company has a liability insurance policy in effect which covers
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.
For the undertaking with respect to indemnification, see Item 17
ITEM 16. EXHIBITS
TITLE OF EXHIBIT
5.1 Opinion of Ropes & Gray re: legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (included in the opinion filed as
24.1 Power of Attorney (to be included as part of signature page filed
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
b. To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
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or in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
c. To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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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-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the
31st day of March, 1998.
FORRESTER RESEARCH, INC.
/s/ George F. Colony
Name: George F. Colony
Title: Chairman of the Board,
President and Chief
POWER OF ATTORNEY
We, the undersigned officers and directors of Forrester Research, Inc.,
hereby severally constitute George F. Colony, Susan M. Whirty, and Keith F.
Higgins, 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 indicated below, the Registration Statement filed herewith and any
and all amendments to said Registration Statement (including post-effective
amendments), and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Forrester Research, Inc. to
comply with the provisions of the Securities Act of 1933, 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 said
Registration Statement and any and all amendments thereto.
Witness our hands on the date set forth below.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Proposed maximum Proposed maximum Amount of
Title of each class Amount to offering price aggregate offering registration
securities to be registered be registered per share price fee
Common Stock, $.01 par value per share 1,000,000 shares $19.13 $19,130,000 $5,643.35
SIGNATURE TITLE DATE
--------- ----- ----
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/s/ George F. Colony Chairman of the Board, President, Chief March 31, 1998
________________________ Executive Officer and Director (Principal
George F. Colony Executive Officer)
/s/ David H. Ramsdell Vice President, Finance and Treasurer March 31, 1998
________________________ (Chief Financial Officer and Principal
David H. Ramsdell Accounting Officer)
/s/ Robert M. Galford Director March 30, 1998
Robert M. Galford
/s/ George R. Hornig Director March 30, 1998
George R. Hornig
/s/ Michael H. Welles Director March 28, 1998
Michael H. Welles
NUMBER TITLE OF EXHIBIT PAGE
- ------ ---------------- ----
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5.1 Opinion of Ropes & Gray re: legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included as part of signature page filed herewith)
Ropes & Gray
One International Place
Boston, MA 02110
March 31, 1998
Forrester Research, Inc.
1033 Massachusetts Avenue
Cambridge, MA 02138
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Forrester Research, Inc. (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the offering and possible
future sale of 1,000,000 shares (the "Shares") of common stock of the Company
(the "Common Stock").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of our
opinion, we have examined and relied upon such documents, records, certificates
and other instruments as we have deemed necessary. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies.
We express no opinion as to the laws of any jurisdiction other than
those of The Commonwealth of Massachusetts, the Delaware General Corporation Law
and the federal laws of the United States of America.
For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that we have deemed necessary.
Based on and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The Shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. We consent to the filing of this opinion with and as a part of said
Registration Statement and the use of our name therein.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 26, 1998, except with respect to the matter discussed in Note 12, as to
which the date is January 28, 1998, included in Forrester Research, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
March 27, 1998
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