As filed with the Securities and Exchange Commission on September 18, 2002
File No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2797789
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
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(Full title of the plan)
TIMOTHY J. MOYNIHAN, ESQ.
General Counsel and Secretary
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(617) 868-0577 (Fax)
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share(1) price(1)
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Common Stock,
par value $0.01 300,000 shares $16.11 $4,833,000 $445
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(1) The offering price per share and the maximum aggregate offering price have
been estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of Forrester Research, Inc. Common Stock, par value $0.01 per share,
reported on the Nasdaq National Market on September 17, 2002.
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EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction E
on Form S-8, to register 300,000 additional shares of common stock to be offered
pursuant to the Amended and Restated 1996 Stock Option Plan for Non-Employee
Directors (the "1996 Plan") of Forrester Research, Inc. (the "Company"). A
registration statement on Form S-8 (No. 333-22749), filed with the Commission on
March 4, 1997 to register 5,800,000 shares of common stock offered pursuant to
the 1996 Plan and the Amended and Restated Forrester Research, Inc. 1996 Equity
Incentive Plan, is currently effective and is hereby incorporated herein by
reference.
All references to shares of Company common stock have been adjusted to
reflect the stock split effected in the form of a 100% stock dividend on
February 7, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
- ------- --------
5 Opinion of Ropes & Gray
10.1 Amended and Restated 1996 Stock Option Plan for Non-Employee
Directors (incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002, filed
with the Commission on May 15, 2002)
23.1 Notice Regarding Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included as part of the signature page filed
herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
this 18th day of September, 2002.
FORRESTER RESEARCH, INC.
By: /s/ George F. Colony
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Name: George F. Colony
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George F. Colony, Warren Hadley and Timothy J.
Moynihan with full power of substitution, to execute in the name of and on
behalf of such person any amendment (including any post-effective amendment) to
this Registration Statement, and any subsequent registration statement for the
same offering that may be filed under Rule 462(b) under the Securities Act, and
to file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement and any subsequent
registration statement under Rule 462(b) as the person(s) so acting deems
appropriate.
Signature Title Date
- --------- ----- ----
/s/ George F. Colony Chairman of the Board and Chief September 18, 2002
- ---------------------------- Executive Officer (principal
George F. Colony executive officer)
/s/ Warren Hadley Chief Financial Officer and September 18, 2002
- ---------------------------- Treasurer (principal financial
Warren Hadley and accounting officer)
/s/ Robert M. Galford Director September 18, 2002
- ----------------------------
Robert M. Galford
/s/ George R. Hornig Director September 18, 2002
- ----------------------------
George R. Hornig
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Signature Title Date
- --------- ----- ----
/s/ Michael H. Welles Director September 18, 2002
- ----------------------------
Michael H. Welles
/s/ Henk W. Broeders Director September 18, 2002
- ----------------------------
Henk W. Broeders
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EXHIBIT INDEX
Number Title of Exhibit Page
- ------ ---------------- ----
5 Opinion of Ropes & Gray 6
10.1 Amended and Restated 1996 Stock Option Plan for Non-Employee
Directors (incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002, filed with
the Commission on May 15, 2002) N/A
23.1 Notice Regarding Consent of Arthur Andersen LLP 7
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5 hereto) 6
24 Power of Attorney (included as part of the
signature page filed herewith) 3
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