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SEC FILE NUMBER |
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000-21433
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CUSIP NUMBER |
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346563109
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) o
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Audit
Committee of the Board of Directors of Forrester Research, Inc. (the
Company) has conducted an investigation into the
Companys stock option granting practices. The Company has been
assisted in the investigation by the law firms of Ropes & Gray
LLP and Skadden, Arps, Slate, Meagher & Flom LLP and the
consulting firm of Huron Consulting Group.
The Audit Committee has identified option grants that had
exercise prices lower than the fair value of the common stock on the appropriate accounting measurement dates that
were not appropriately accounted for. Based on the results of the investigation, management has concluded, and the
Audit Committee of the Companys Board of Directors agreed, that the Company will need to restate its historical
financial statements to record additional non-cash charges for compensation expense relating to past stock option
grants and related tax impacts. The Company expects to incur some future cash expenses associated with the restatement,
including potential tax-related and other payments. The Company 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. As a result of the investigation and pending restatements of its historical
financial statements, the Company did not file Form 10-K for the period ending December 31, 2006, and filed a
corresponding Form 12b-25 on March 16, 2007.
On March 2, 2007, management of the Company concluded, and the
Audit Committee of the Companys Board of Directors agreed, that the Companys financial statements and
2
all earnings and press releases and similar communications issued by the Company relating to the years 1998 through 2006,
including any interim periods, should no longer be relied upon. Because the impact of the investigation on the non-cash
compensation charges and related tax impacts in the Companys financial statements has not yet been determined, the
Company is not in a position to complete the preparation of the financial statements required to be included in its
Quarterly Report on Form 10-Q for the period ended March 31, 2007.
The Companys management and the Audit Committee
have discussed these matters with BDO Seidman, LLP, the Companys independent registered public accounting firm.
The Company expects to file the Form 10-Q for the period ending March 31, 2007 as soon as is practicable after the
required restatements are complete.
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Gail S. Mann |
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(617) |
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613-6078 |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
o No þ
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Form 10-K for the period ending December 31, 2006
(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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As disclosed in Part III above, the full impact of the investigation on non-cash compensation charges
and related tax impacts in the Companys financial statements has not yet been determined. In
addition, there will be charges during the quarter for the cost of the investigation. The Company
does not anticipate being able to estimate the degree to which all of these charges may affect current
period results as compared to the prior periods results until the completion of its restatement analysis.
2
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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May 10, 2007 |
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By |
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/s/ GAIL S. MANN |
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Gail S. Mann |
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Chief Legal Officer |
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