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): May 8, 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 May 8, 2006, Keynote Systems, Inc. (the "Company") issued a press
release announcing a change in results for additional stock-based compensation
expense for the fiscal quarter ended March 31, 2006 from that previously
reported by it on May 2, 2006. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Exhibit Title
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99.01 Press Release, dated May 8, 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: May 8, 2006 By: /s/ Andrew Hamer
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Andrew Hamer
Vice President and Chief Financial Officer