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): October 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 October 31, 2006, Keynote Systems, Inc. (the "Company") issued a press
release announcing its results for the fiscal quarter ended September 30, 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.
The press release includes information on free cash flow and Non-GAAP net
income. 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 cash used for purchases of property,
equipment and software from GAAP cash flow from operations. Non-GAAP net income
is calculated by adjusting GAAP net income for provision for income taxes less
cash tax expense, stock-based compensation expense, amortization of purchased
intangibles and in-process development associated with acquisitions. These
measures should not be considered in isolation or as a substitute for measures
prepared in accordance with GAAP. Management believes that Non-GAAP net income,
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.
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Exhibit No. Exhibit Title
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99.01 Press Release, dated October 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: October 31, 2006 By: /s/ Andrew Hamer
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Andrew Hamer
Vice President and Chief Financial
Officer