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): October 28, 2010
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-21433
(Commission File Number)
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04-2797789
(I.R.S. Employer
Identification Number) |
400 Technology Square
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code)
(617) 613-6000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changes 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Page 1 of 5
Exhibit Index appears on Page 5
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information contained in this current report on Form 8-K is furnished pursuant to Item
2.02 of Form 8-K “Results of Operations and Financial Condition”. This information and the
exhibits hereto are being furnished and shall not be deemed to be “filed” for the purposes of
Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as
amended. The information contained in this report shall not be incorporated by reference into any
filing of Forrester Research, Inc. with the SEC, whether made before or after the date hereof,
regardless of any general incorporation language in such filings.
On
October 28, 2010, Forrester Research, Inc. issued a press release announcing its financial
results for the quarter ended September 30, 2010.
Forrester believes that pro forma financial results provide investors with consistent and
comparable information to aid in the understanding of Forrester’s ongoing business. Forrester uses
pro forma financial information to manage its business, including use of pro forma financial
results as the basis for setting targets for various compensation programs. Our pro
forma presentation excludes the following, as well as their related tax effects:
Amortization of intangibles—we exclude the effect of the amortization of intangibles from our
pro forma results in order to more consistently present our ongoing results of operations.
Gains and losses from investments—we have consistently excluded both gains and losses related
to our investments in non-marketable securities and sales of marketable securities from our pro
forma results in order to keep quarter-over-quarter and year-over-year comparisons consistent.
Stock-based compensation expense—we exclude stock-based compensation from our pro forma
results in order to keep quarter-over-quarter and year-over-year comparisons consistent.
Reorganization costs associated with the Company’s reduction in force announced in February
2009 are not included in our pro forma results in order to keep quarter-over-quarter and
year-over-year comparisons consistent.
Acquisition related costs and credits are not included in our pro forma results in order to
more consistently present our ongoing results of operations.
Duplicate lease costs represent costs for replacement facilities for the period of time prior
to the Company utilizing the new facility for operations. Duplicate lease costs are excluded from
our pro forma results in order to keep quarter-over-quarter and year-over-year comparisons
consistent.
However, these measures should be considered in addition to, not as a substitute for, or
superior to, operating income or other measures of financial performance prepared in accordance
with generally accepted accounting principles as more fully discussed in our financial statements
and filings with the Securities and Exchange Commission.
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ITEM 8.01 Other Events.
On
October 28, 2010, the Company also announced that its Board of Directors has approved a
special cash dividend of $3.00 per share, to be paid on December 20, 2010 to shareholders of record
on December 8, 2010.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press
Release dated October 28, 2010 with respect to financial results for the quarter ended
September 30, 2010 and the approval of a special cash dividend.
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