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): March 23, 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, California 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 1.01 Entry into a Material Definitive Agreement.
On March 23, 2006, the stockholders of Keynote Systems, Inc. ("Keynote")
approved amendments to Keynote's 1999 Equity Incentive Plan regarding equity
compensation awards to Keynote's non-employee directors. These changes in
director compensation became effective immediately after such approval:
o Upon being appointed to the Board of Directors, a new non-employee
director will be granted an option to purchase 60,000 shares of
Keynote common stock. Such options shall vest over four years, with
the option becoming vested as to 15,000 shares on the one year
anniversary of the date of grant (or the next annual meeting of
stockholders, if earlier), and the remaining 45,000 shares vesting on
a monthly basis thereafter. The options will have an exercise price
equal to the closing price of the common stock on the date of the
grant.
o The aggregate amount of shares of Keynote common stock a non-employee
director may receive in any fiscal year pursuant to discretionary
grants is limited to 40,000 shares.
Such options will accelerate in full upon (a) a dissolution or liquidation
of Keynote, (b) a merger or consolidation in which Keynote is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of Keynote in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of
Keynote or their relative stock holdings), (c) a merger in which Keynote is the
surviving corporation but after which the stockholders of Keynote immediately
prior to such merger (other than any stockholder that merges, or which owns or
controls another corporation that merges, with Keynote in such merger) cease to
own their shares or other equity interest in Keynote, (d) the sale of
substantially all of the assets of Keynote, or (e) the acquisition, sale, or
transfer of more than 50% of the outstanding shares of Keynote by tender offer
or similar transaction.
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: March 29, 2006 By: /s/ Andrew Hamer
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Andrew Hamer
Vice President
and Chief Financial Officer