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): September 10, 2004
KEYNOTE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-27241 94-3226488
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(Commission (IRS Employer
File Number) Identification No.)
777 Mariners Island Boulevard, San Mateo, CA 94404
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(Address of principal executive offices) (Zip Code)
(650) 403-2400
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(Registrant's telephone number, including area code)
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(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:
[ ] 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 September 10, 2004, Keynote Systems, Inc., a Delaware corporation
("Keynote"), announced it had entered into an Agreement and Plan of
Reorganization dated as of September 10, 2004 (the "Plan") with its wholly owned
subsidiary, Vivid Acquisition Corporation, a California corporation ("Merger
Sub"), Vividence Corporation, a California corporation ("Vividence") and Jan
Reed as Shareholders' Representative and Lease Representative. Pursuant to the
Plan, Merger Sub will merge with and into Vividence with Vividence surviving as
a wholly owned subsidiary of Keynote.
Under the terms of the Plan, Keynote will pay approximately $20 million
in cash at the closing, which will include amounts payable in satisfaction of
certain liabilities of Vividence and amounts held in escrow, for all outstanding
shares of Vividence. Up to an additional $6.0 million in cash is payable upon
achievement of certain revenue and expense targets through September 30, 2005.
The acquisition of Vividence is subject to various closing conditions and is
expected to close prior to September 30, 2004. It is expected that approximately
50 employees of Vividence will join Keynote.
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.
KEYNOTE SYSTEMS, INC.
Date: September 10, 2004 By: /s/ Peter Maloney
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Peter Maloney
Vice President and
Chief Financial Officer