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, 2007. |
or
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Commission File Number: 000-24799
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 52-2056410 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 1919 North Lynn Street | ||
| Arlington, Virginia | 22209 | |
| (Address of principal executive offices) | (Zip Code) |
(571) 303-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.01 per share | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:Not applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ Noo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
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 requirements for the past 90 days. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.þ
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 filerþ | Accelerated filero | Non-accelerated filero | Smaller reporting companyo | |||
| (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). Yeso Noþ
Based upon the closing price of the registrant’s common stock as of June 30, 2007, the aggregate market value of the common stock held by non-affiliates of the registrant was $2,346,913,287*.
There were 34,753,581 shares of the registrant’s common stock outstanding at February 15, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated: The information provided under the heading, “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement is incorporated by reference into Part III Item 12 of this Report.
EXPLANATORY NOTE
The Corporate Executive Board Company hereby amends its Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on February 29, 2008 to provide equity compensation plan information.
PART III
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Equity Compensation Plan Information
The following table provides information about the securities authorized for issuance under our equity compensation plans at December 31, 2007.
| Equity Compensation Plan Information | ||||||||||||
| (A) | (B) | (C) | ||||||||||
| Number Of | ||||||||||||
| Securities To Be | Number of Securities | |||||||||||
| Issued Upon | Remaining Available | |||||||||||
| Exercise Of | Weighted-Average | For Future Issuances under | ||||||||||
| Outstanding | Exercise Price Of | Equity Compensation Plans | ||||||||||
| Options, Warrants | Outstanding Options, | (Excluding Securities | ||||||||||
| Plan Category | And Rights | Warrants And Rights | Reflected In Column (A)) | |||||||||
| Equity compensation plans approved by stockholders | 3,131,905 | $ | 66.05 | 3,805,631 | ||||||||
| Equity compensation plans not approved by stockholders(1) | 461,635 | 40.53 | — | |||||||||
| Total | 3,593,540 | $ | 64.59 | 3,805,631 | ||||||||
In March 2002, the Company adopted the 2002 Non-Executive Stock Incentive Plan, as amended (the “2002 Plan”), which was not approved by stockholders. In December 2006, the Company further amended the 2002 Plan to address new guidance regarding equity restructurings under FAS 123(R). The 2002 Plan provided for the issuance of up to 7,300,000 shares of common stock under stock options or restricted stock grants. Any person who is an employee or prospective employee of the Company were eligible for the grant of awards under the 2002 Plan, unless such person is an officer or director of the Company. The terms of awards granted under the 2002 Plan, including vesting, forfeiture and post termination exercisability are set by the plan administrator, subject to certain restrictions set forth in the 2002 Plan. The common stock options granted under the 2002 Plan generally become exercisable 25% per year beginning one year from the date of grant and expire between March 2011 and September 2013. With stockholder approval of the Company’s 2004 Stock Incentive Plan in July 2004, the 2002 Plan was suspended and no new grants will be made under the 2002 Plan. Stockholder approval of the 2004 Plan terminated the Company’s ability to issue awards for 4,497,625 shares that at that time remained available under the 2002 Plan.
Other information required by this Item is incorporated herein by reference from the information provided under the heading, “Security Ownership of Certain Beneficial Owners and Management” of our Proxy Statement.
SIGNATURE
Pursuant to the requirements of Section 13 or15(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, dated as of April 30, 2008.
| The Corporate Executive Board Company | ||||
| By: | /s/ Timothy R. Yost | |||
| Timothy R. Yost | ||||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||