UNITED STATES
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): January 27, 2005
KEYNOTE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| 000-27241 | | Delaware | | 94-3226488 |
| (Commission File Number) | | (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
| | |
| 777 Mariners Island Boulevard, San Mateo, CA | | 94404 |
| (Address of principal executive offices) | | (Zip Code) |
(650) 403-2400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On January 27, 2005, Keynote Systems, Inc., a Delaware corporation (“Keynote”), entered into an agreement with UBS Securities LLC (“UBS”) to establish a trading plan (the “Trading Plan”) intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Trading Plan instructs UBS to repurchase for Keynote, in accordance with Rule 10b-18 of the Exchange Act, up to 2 million shares of Keynote’s common stock, representing approximately 10% of Keynote’s outstanding common stock, over a period of twelve months commencing as early as March 1, 2005.
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 thereunto duly authorized.
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| | | KEYNOTE SYSTEMS, INC. |
| | |
Date: February 1, 2005 | | By: | | /s/ Peter Maloney
|
| | | | | Peter Maloney |
| | | | | Vice President and Chief Financial Officer |
