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 31, 2006
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 (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 2.02 Results of Operations and Financial Condition.
On January 31, 2006, Keynote Systems, Inc. (the "Company")
issued a press release announcing its results for the fiscal quarter ended
December 31, 2005. A copy of the press release is attached as Exhibit 99.01 to
this Current Report. This Current Report and the exhibit attached hereto are
being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall they be deemed incorporated by reference in any filing with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 or the
Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation by reference language in any filings,
unless expressly set forth by specific reference to this filing.
The press release includes information on free cash flow and earnings
before interest, taxes and amortization, or "EBITA". These measures are not
based on any standardized methodology prescribed by U.S. generally accepted
accounting principles ("GAAP") and are not necessarily comparable to similar
measures presented by other companies. Free cash flow is calculated by excluding
capital expenditures from GAAP cash flows from operations. EBITA is calculated
by excluding net interest income, income tax expense and amortization of
intangible assets from GAAP net income. These measures should not be considered
in isolation or as a substitute for measures prepared in accordance with GAAP.
Management believes that EBITA as well as free cash flow are useful measures of
performance as they provide its investors with additional methods for evaluating
its operating performance and liquidity and reflects the resources available for
the Company to invest in acquisitions or to repurchase stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Title
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99.1 Press Release, dated January 31, 2006,
issued by Keynote Systems, Inc.
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: January 31, 2006 By: /s/ Drew Hamer
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Drew Hamer
Vice President and Chief Financial Officer