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As filed with the Securities and Exchange Commission on February 8, 2000
File No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2797789
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED FORRESTER RESEARCH, INC.
1996 EQUITY INCENTIVE PLAN
------------------------
(Full title of the plan)
SUSAN M. WHIRTY, ESQ.
Chief Financial Officer and General Counsel
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(617) 868-0577 (Fax)
------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share(1) price(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 5,000,000 shares $0.81 - $34.155 $90,392,514 $23,864
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</TABLE>
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 5,000,000 shares to be
registered hereunder, 89,258 shares are subject to options at an exercise
price of $0.81 per share, 2,519,090 shares are subject to options at an
exercise price of $11.69 per share, 3,000 shares are subject to options at
an exercise price of $11.94 per share, 10,000 shares are subject to options
at an exercise price of $12.855 per share, 6,000 shares are subject to
options at an exercise price of $12.875 per share, 10,000 shares are
subject to options at an exercise price of $14.065 per share, 6,000 shares
are subject to options at an exercise price of $15.045 per share, 6,000
shares are subject to options at an exercise price of $15.235 per share,
15,000 shares are subject to options at an exercise price of $16.155 per
share, 7,000 shares are subject to options at an exercise price of $16.44
per share, 12,000 shares are subject to options at an exercise price of
$16.625 per share, 15,000 shares are subject to options at an exercise
price of $17.00 per share, 12,000 shares are subject to options at an
exercise price of $17.815 per share, 6,000 shares are subject to options at
an exercise price of $18.095 per share, 20,000 shares are subject to
options at an exercise price of $18.28 per share, 3,000 shares are subject
to options at an exercise price of $19.25 per share, 10,000 shares are
subject to options at an exercise price of $19.565 per share, 10,000 shares
are subject to options at an exercise price of $19.875 per share, 128,000
shares are subject to options at an exercise price of $20.065 per share,
3,000 shares are subject to options at an exercise price of $20.53 per
share, 50,000 shares are subject to options at an exercise price of $21.47
per share, 10,000 shares are subject to options at an exercise price of
$22.72 per share, 30,000 shares are subject to options at an exercise price
of $23.065
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per share, 10,000 shares are subject to options at an exercise price of
$23.345 per share, 281,998 shares are subject to options at an exercise
price of $23.94 per share, 725,600 shares are subject to options at an
exercise price of $24.64 per share, 206,000 shares are subject to options
at an exercise price of $28.47 per share, 8,000 shares are subject to
options at an exercise price of $30.69 per share, 15,000 shares are subject
to options at an exercise price of $33.875 per share and 18,000 shares are
subject to options at an exercise price of $34.155 per share. The offering
price for the remaining 755,054 shares not subject to options on the date
hereof of $28.66 per share has been estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and low prices of Forrester Research, Inc. Common
Stock, par value $0.01 per share, reported on the Nasdaq National Market on
February 1, 2000.
(2) The maximum aggregate offering price consists of $72,298.98 payable in
respect of 89,258 shares subject to options at an exercise price of $0.81
per share, plus $29,448,162.10 payable in respect of 2,519,090 shares
subject to options at an exercise price of $11.69 per share, plus $35,820
payable in respect of 3,000 shares subject to options at an exercise price
of $11.94 per share, plus $128,550 payable in respect of 10,000 shares
subject to options at an exercise price of $12.855 per share, plus $77,250
payable in respect of 6,000 shares subject to options at an exercise price
of $12.875 per share, plus $140,650 payable in respect of 10,000 shares
subject to options at an exercise price of $14.065 per share, plus $90,270
payable in respect of 6,000 shares subject to options at an exercise price
of $15.045 per share, plus $91,410 payable in respect of 6,000 shares
subject to options at an exercise price of $15.235 per share, plus $242,325
payable in respect of 15,000 shares subject to options at an exercise price
of $16.155 per share, plus $115,080 payable in respect of 7,000 shares
subject to options at an exercise price of $16.44 per share, plus $199,500
payable in respect of 12,000 shares subject to options at an exercise price
of $16.625 per share, plus $255,000 payable in respect of 15,000 shares
subject to options at an exercise price of $17.00 per share, plus $213,780
payable in respect of 12,000 shares subject to options at an exercise price
of $17.815 per share, plus $108,570 payable in respect of 6,000 shares
subject to options at an exercise price of $18.095 per share, plus $365,600
payable in respect of 20,000 shares subject to options at an exercise price
of $18.28 per share, plus $57,750 payable in respect of 3,000 shares
subject to options at an exercise price of $19.25 per share, plus $195,650
payable in respect of 10,000 shares subject to options at an exercise price
of $19.565 per share, plus $198,750 payable in respect of 10,000 shares
subject to options at an exercise price of $19.875 per share, plus
$2,568,320 payable in respect of 128,000 shares subject to options at an
exercise price of $20.065 per share, plus $61,590 payable in respect of
3,000 shares subject to options at an exercise price of $20.53 per share,
plus $1,073,500 payable in respect of 50,000 shares subject to options at
an exercise price of $21.47 per share, plus $227,200 payable in respect of
10,000 shares subject to options at an exercise price of $22.72 per share,
plus $691,950 payable in respect of 30,000 shares subject to options at an
exercise price of $23.065 per share, plus $233,450 payable in respect of
10,000 shares subject to options at an exercise price of $23.345 per share,
plus $6,751,032.12 payable in respect of 281,998 shares subject to options
at an exercise price of $23.94 per share, plus $17,878,784 payable in
respect of 725,600 shares subject to options at an exercise price of $24.64
per share, plus $5,864,820 payable in respect of 206,000 shares subject to
options at an exercise price of $28.47 per share, plus $245,520 payable in
respect of 8,000 shares subject to options at an exercise price of $30.69
per share, plus $508,125 payable in respect of 15,000 shares subject to
options at an exercise price of $33.875 per share, plus $614,790 payable in
respect of 18,000 shares subject to options at an exercise price of $34.155
per share, plus $21,637,016.19 payable in respect of 755,054 shares that
have not yet been subject to options on the date hereof.
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EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction
E on Form S-8, to register 5,000,000 additional securities to be offered
pursuant to the Amended and Restated Forrester Research, Inc. 1996 Equity
Incentive Plan (the "1996 Plan") of Forrester Research, Inc. (the "Registrant"
or the "Company"). A registration statement on Form S-8 (No. 333-22749), filed
with the Commission on March 4, 1997 to register 2,900,000 shares of common
stock offered pursuant to the 1996 Plan and the 1996 Stock Option Plan for
Non-Employee Directors is currently effective and is hereby incorporated herein
by reference.
All share numbers and per share information in this Registration Statement
are adjusted to give effect to the two-for-one stock split paid on February 7,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
this 8th day of February, 2000.
FORRESTER RESEARCH, INC.
By: /s/ Susan M. Whirty
---------------------------------
Name: Susan M. Whirty
Title: Chief Financial Officer,
Vice President, Operations
and General Counsel
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George F. Colony and Susan M. Whirty, with
full power of substitution, to execute in the name of and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, and any subsequent registration statement for the same
offering that may be filed under Rule 462(b) under the Securities Act, and to
file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement and any subsequent
registration statement under Rule 462(b) as the person(s) so acting deems
appropriate.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ George F. Colony President, Chief Executive February 8, 2000
- ---------------------- Officer and Chairman of the Board
George F. Colony
/s/ Susan M. Whirty Chief Financial Officer and February 8, 2000
- ---------------------- General Counsel (Principal
Susan M. Whirty Financial and Accounting Officer)
/s/ Robert M. Galford Director February 8, 2000
- ----------------------
Robert M. Galford
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ George R. Hornig Director February 8, 2000
- ----------------------
George R. Hornig
/s/ Michael H. Welles Director February 8, 2000
- ----------------------
Michael H. Welles
/s/ Henk W. Broeders Director February 8, 2000
- ----------------------
Henk W. Broeders
</TABLE>
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EXHIBIT INDEX
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Number Title of Exhibit Page
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<S> <C> <C>
5 Opinion of Ropes & Gray
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5 hereto)
24. Power of Attorney (included as part of the
signature page filed herewith)
</TABLE>
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Exhibit 5
February 8, 2000
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
Re: FORRESTER RESEARCH, INC.
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8, and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 5,000,000 shares of Common Stock, $.01
par value (the "Shares"), of Forrester Research, Inc., a Delaware corporation
(the "Company"). The Shares are to be issued pursuant to the exercise of options
granted under the Company's Amended and Restated Forrester Research, Inc. 1996
Equity Incentive Plan (the "Plan").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Registration Statement, the Plan and such other documents,
records, certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
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Forrester Research, Inc. -2- February 8, 2000
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 1999
incorporated by reference in Forrester Research, Inc.'s Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen
Boston, Massachusetts
February 2, 2000
