10-K/A
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

 

(Mark One)    
þ  

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

or

¨  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from                  to                 

Commission File Number 000-21433

Forrester Research, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   04-2797789
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification Number)
60 Acorn Park Drive   02140
Cambridge, Massachusetts   (Zip Code)
(Address of principal executive offices)  

Registrant’s telephone number, including area code:

(617) 613-6000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $.01 Par Value   Nasdaq Global Select Market

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes   ¨    No   þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)     Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨   Accelerated filer þ   Non-accelerated filer ¨   Smaller reporting company ¨
  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ¨    No  þ

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2011 (based on the closing price as quoted by the Nasdaq National Market as of such date) was approximately $486,000,000.

As of March 6, 2012, 22,714,000 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement related to its 2012 Annual Stockholders’ Meeting to be filed subsequently — Part III of this Form 10-K.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     PAGE  

EXPLANATORY NOTE

     1   

ITEM

  

PART IV

     2   
Item 15. Exhibits and Financial Statement Schedules      2   

Signatures

     3   

Exhibit Index

     4   


Table of Contents

EXPLANATORY NOTE

Forrester Research, Inc. is filing this Amendment No. 1 (“Amendment”) on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2011 to correct an incomplete Exhibit 23.1 filed with the original report. Exhibit 23.1 of the original filing did not include the date of the report of PricewaterhouseCoopers LLP relating to our consolidated financial statements and the effectiveness of our internal control over financial reporting. The corrected Exhibit 23.1 filed herewith includes the date of such report, March 9, 2012.

There are no changes to the Original Form 10-K other than those set forth above. This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, the Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.

 

1


Table of Contents

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

cExhibits.    A listing of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report on page 4 hereof.

 

2


Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    FORRESTER RESEARCH, INC.
    By:   /s/    MICHAEL A. DOYLE        
      Michael A. Doyle
     

Chief Financial Officer and Treasurer

Date: March 12, 2012

 

3


Table of Contents

EXHIBIT INDEX

Exhibit 23.1        Consent of PricewaterhouseCoopers LLP

Exhibit 31.1        Certification of the Chief Executive Officer

Exhibit 31.2        Certification of the Chief Financial Officer

 

4