SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 28, 2003
FORRESTER RESEARCH, INC.
(Exact Name of Registrant Specified in Charter)
Delaware 000-21433 04-2797789
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
400 Technology Square, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 613-6000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5
Exhibit Index appears on Page 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 20, 2003, Forrester Research, Inc. ("Parent"), its wholly-owned
subsidiary, Whitcomb Acquisition Corp. ("the Purchaser") and Giga Information
Group, Inc. ("Giga") entered into an Agreement and Plan of Merger (the "Merger
Agreement"). In connection with the Merger Agreement, on January 27, 2003, the
Purchaser commenced a tender offer to purchase all outstanding shares of common
stock, par value $0.001 per share (the "Shares"), of Giga, at a price of $4.75
per share, net to the seller in cash. The tender offer expired at 12:00
midnight, New York City time on Monday, February 24, 2003.
On February 25, 2003, the Purchaser accepted for payment all Shares
validly tendered pursuant to the tender offer. Based on information provided to
Parent by EquiServe Trust Company, N.A., the depositary for the tender offer, an
aggregate of 10,354,044 Shares were tendered and not withdrawn in connection
with the tender offer, which constituted approximately 93.6 percent of Giga's
outstanding Shares.
The merger of the Purchaser into Giga (the "Merger") pursuant to the
Merger Agreement occurred on February 28, 2003. As part of the Merger, the
Purchaser was merged with and into Giga, resulting in Giga becoming a
wholly-owned subsidiary of Parent. Because the Purchaser was the beneficial
owner of more than 90% of the outstanding Shares, the Merger was effected
without a meeting of stockholders of Giga. In the Merger, each issued and
outstanding Share not owned directly or indirectly by Parent or Giga was
converted into the right to receive $4.75 in cash, without interest unless the
holders of any such Shares properly exercise their appraisal rights under
Delaware law.
The Purchaser paid consideration of approximately $60 million to acquire
the Shares (including Shares purchased pursuant to the exercise of in-the-money
stock options and warrants in connection with the transactions contemplated by
the Merger Agreement) in connection with the tender offer and the Merger. The
Purchaser obtained this consideration from Parent.
On March 3, 2003, Parent issued a press release announcing consummation of
the Merger, the full text of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Giga is a leading global technology advisory firm that provides objective
research, pragmatic advice, and personalized consulting. Emphasizing close
interaction between analyst and client, Giga enables companies to make better
strategic decisions that maximize technology investments and achieve business
results. Founded in 1995, Giga is headquartered in Cambridge, Massachusetts and
has offices worldwide.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The financial statements of Giga required by this item will be filed
by amendment to this report as soon as practicable, but no later
than 60 days after the date hereof.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be
filed by amendment to this report as soon as practicable, but no
later than 60 days after the date hereof.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of January 20, 2003
among Parent, the Purchaser and Giga (incorporated by
reference to the Current Report on Form 8-K filed by Parent
with the SEC on January 22, 2003).
99.1 Press Release dated March 3, 2003.
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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 hereunto duly authorized.
FORRESTER RESEARCH, INC.
By: /s/ Warren Hadley
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Name: Warren Hadley
Title: Chief Financial Officer
Dated: March 14, 2003
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Exhibit Index
Exhibit Description Page
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2.1 Agreement and Plan of Merger dated as of January 20, 2003 among N/A
Parent, the Purchaser and Giga (incorporated by reference to the
Current Report on Form 8-K filed by Parent with the SEC on January
22, 2003).
99.1 Press Release dated March 3, 2003. 5
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