<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Forrester Research, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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FORRESTER RESEARCH, INC.
400 TECHNOLOGY SQUARE
CAMBRIDGE, MA 02139
GEORGE F. COLONY
Chairman of the Board, President,
and Chief Executive Officer
January 21, 2000
To Our Stockholders:
You are cordially invited to attend the special meeting of Stockholders of
Forrester Research, Inc. to be held at 10:00 a.m. (local time) on February 7,
2000 at the Company's offices at 400 Technology Square, Cambridge, MA 02139.
At the meeting you will be asked to approve an amendment to the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of common stock of the Company from 25 million shares to 125 million
shares. On January 17, 2000 our Board of Directors declared a two-for-one stock
split in the form of a stock dividend payable immediately after stockholder
approval of this proposed amendment.
Our Board of Directors has approved this amendment and encourages
stockholders to vote FOR this proposal.
On the following pages, you will find the formal notice of the special
meeting and our proxy statement. When you have finished reading the statement,
please promptly mark, sign, and return the enclosed proxy card to ensure that
your shares will be represented.
Please note that the only item on the agenda for this meeting will be
voting on this amendment. Other than matters directly relating to the increased
number of authorized shares, management will be making no presentations at the
special meeting, and senior members of management will not be in attendance. We
anticipate the meeting will take no longer than 10 minutes. If you decide to
attend this special meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
Sincerely yours,
GEORGE F. COLONY
Chairman of the Board, President,
and Chief Executive Officer
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FORRESTER RESEARCH, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 7, 2000
A special meeting of the Stockholders of Forrester Research, Inc. will be
held at the Company's offices at 400 Technology Square, Cambridge, Massachusetts
at 10:00 a.m. (local time) on February 7, 2000 for the following purposes:
1. To consider and vote upon a proposed amendment to the Company's
Restated Certificate of Incorporation to increase the authorized
common stock from 25 million to 125 million shares; and
2. To transact such other business as may properly come before the
meeting.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Stockholders of record at the close of business on December 17, 1999 are
entitled to notice of and to vote at the meeting. A list of stockholders
entitled to vote at the meeting will be open to examination by stockholders at
the meeting and during normal business hours for a period of ten days prior to
the date of the special meeting at the Company's offices at 400 Technology
Square, Cambridge, Massachusetts.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
SUSAN M. WHIRTY, ESQ.
Secretary
Cambridge, Massachusetts
January 21, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
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FORRESTER RESEARCH, INC.
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 7, 2000
PROXY STATEMENT
These proxy materials are delivered in connection with the solicitation by
the Board of Directors of Forrester Research, Inc. ("Forrester" or the
"Company") of proxies to be voted at a special meeting of Stockholders or at any
adjournment thereof.
You are invited to attend the meeting to be held at the Company's offices
at 400 Technology Square, Cambridge, Massachusetts at 10:00 a.m. (local time) on
February 7, 2000. This proxy statement was first mailed to stockholders on or
about January 21, 2000.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of Forrester common stock (the "Common Stock") at the
close of business on December 17, 1999 are entitled to receive notice of and to
vote at the meeting. As of December 17, 1999, the Company had issued and
outstanding 9,666,830 shares of Common Stock. Each such share of Common Stock is
entitled to one vote on each matter to come before the meeting.
PROXIES
Your vote is important. Stockholders of record may vote their proxies by
mail. If you choose to vote by mail, simply mark your proxy, date and sign it,
and return it in the postage-paid envelope provided.
A stockholder may revoke a proxy at any time before it is voted by (i)
returning to the Company another properly signed proxy bearing a later date,
(ii) otherwise delivering a written revocation to the Secretary of the Company,
or (iii) attending the meeting and voting the shares covered by the proxy in
person. Shares represented by the enclosed form of proxy properly executed and
returned, and not revoked, will be voted at the meeting by the persons named in
the proxy for the proposal set forth below. In the absence of contrary
instructions, the persons named as proxies will vote in accordance with the
intentions stated below.
REQUIRED VOTE
A majority of the shares entitled to be cast on a particular matter,
present in person or represented by proxy, constitutes a quorum as to such
matter. Votes cast by proxy or in person at the meeting will be counted by the
person appointed by the Company to act as the election inspector for the
meeting. The approval of the proposal requires the affirmative vote of a
majority of the shares entitled to vote. Abstentions and broker non-votes will
have the effect of votes against the proposal.
COST OF PROXY SOLICITATION
The expense of soliciting proxies will be borne by the Company. Officers
and regular employees of the Company (who will receive no compensation therefor
in addition to their regular salaries) may solicit proxies. In addition to the
solicitation of proxies by use of the mails, the Company may use the services of
its officers and regular employees to solicit proxies personally and by mail,
telephone, and telegram from brokerage houses and other stockholders. The
Company will reimburse brokers and other persons for their reasonable charges
and expenses in forwarding soliciting materials to their principals.
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PROPOSAL ONE:
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON STOCK FROM 25 MILLION TO 125 MILLION SHARES
The Board of Directors has approved and is recommending to the shareholders
for approval at the meeting an amendment to Article IV of the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation") to increase
the authorized number of shares of Common Stock from 25 million to 125 million
shares. If the stockholders approve this proposal the first paragraph of Article
IV of the Certificate of Incorporation will be amended to read in its entirety
as follows:
"The total number of shares of all classes of stock which this
corporation shall have authority to issue shall be one hundred
twenty-five million five hundred thousand (125,500,000) shares,
consisting of (i) 125,000,000 shares of Common Stock, $.01 par value per
share ("Common Stock"), and (ii) 500,000 shares of Preferred Stock, $.01
par value per share ("Preferred Stock")."
This amendment will not affect the number of authorized shares of Preferred
Stock of the Company.
At December 17, 1999 the Company had 9,666,830 shares of Common Stock
outstanding. The holders of outstanding Common Stock are entitled to vote as a
class upon the proposed amendment. If the stockholders approve the proposed
amendment, it will become effective upon the filing of a Certificate of
Amendment with the Secretary of State of Delaware, which is expected to take
place promptly after the meeting. The proposed amendment does not alter or
change the powers, preferences, or special rights of the holders of shares of
Common Stock or any other class of stock.
PURPOSE AND EFFECTS OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is desirable to have available a
substantial number of authorized but unissued shares of Common Stock which may
be issued from time to time, without further authorization of the stockholders,
to accomplish the proposed stock split, to pay potential stock dividends, for
stock options and other equity incentives, to be able to take advantage of
acquisition opportunities, to meet future capital needs, and for general
corporate purposes.
On January 17, 2000 our Board of Directors declared a two-for-one stock
split in the form of a stock dividend payable immediately after stockholder
approval of the proposed amendment. Except for the proposed stock split, the
Company has no present commitments or agreements to issue additional shares of
Common Stock, other than with respect to currently reserved shares which may be
issued under the Company's stock option, stock purchase and other existing
employee benefit plans. Shares of authorized but unissued Common Stock may be
issued from time to time by the Board of Directors without further stockholder
action unless such action is required by law or the Nasdaq Stock Market rules.
The holders of Common Stock do not have pre-emptive rights to subscribe to
shares of Common Stock or other securities issued by the Company. The issue of
additional authorized shares of Common Stock (other than through a stock split
or a stock dividend) may dilute the voting power and equity interest of present
stockholders.
The proposed increase in the number of shares of Common Stock the Company
is authorized to issue is not intended to inhibit a change in control of the
Company. The availability for issuance of additional shares of Common Stock
could discourage, or make more difficult, efforts to obtain control of the
Company. For example, if the Company were the subject of a hostile takeover
attempt, it could try to impede the takeover by issuing shares of Common Stock,
thereby diluting the voting power of the other outstanding shares and increasing
the potential cost of the take over. The Board of Directors is not aware of any
attempt, or contemplated attempt, to acquire control of the Company, and this
proposal is not being presented for the purpose of creating an anti-takeover
device.
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PURPOSES AND EFFECTS OF PROPOSED TWO-FOR-ONE COMMON STOCK SPLIT
The Board of Directors anticipates that the increase in the number of
outstanding shares of common stock of the Company resulting from a two-for-one
stock split in the form of a stock dividend will place the market price of
common stock in a range more attractive to investors, particularly individuals.
The common stock is listed for trading on the Nasdaq Stock Market, and the
Company will apply for listing of the additional shares of common stock to be
issued in the event the proposed amendment is approved. If the proposed
amendment is adopted, each shareholder of record at 5:00 p.m., eastern standard
time, on January 31, 2000, would be the record owner of, and entitled to
receive, a certificate or certificates representing one additional share of
common stock, par value $.01 per share, for each share of common stock then
owned of record by such shareholder. The distribution date for the certificates
representing the additional shares is expected to be February 7, 2000.
TAX EFFECTS AND OTHER COSTS OF THE TWO-FOR-ONE STOCK SPLIT
The Company has been advised by counsel that the proposed stock split in
the form of a stock dividend would result in no gain or loss or realization of
taxable income to owners of common stock under existing United States federal
income tax laws. The cost basis for tax purposes of each new share and each
retained share of common stock would be equal to one-half of the cost basis for
tax purposes of the corresponding share immediately preceding the stock split.
In addition, the holding period for the additional shares issued pursuant to the
split would be deemed to be the same as the holding period for the original
shares of common stock. The laws of jurisdictions other than the United States
may impose income taxes on the issuance of the additional shares and
shareholders are urged to consult their tax advisors. If shareholders dispose of
their shares after the stock split, they may pay higher brokerage commissions on
the same relative interest in the Company because that interest is represented
by a greater number of shares. Shareholders may wish to consult their brokers to
ascertain the brokerage commission that would be charged for disposing of the
greater number of shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS VOTE TO AMEND THE CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK FROM
25 MILLION TO 125 MILLION SHARES
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual Meeting
of Stockholders in 2000 must have been received by the Company no later than
December 16, 1999, in order to have been considered for inclusion in the
Company's proxy materials for that meeting.
Under the Company's By-laws, stockholders who wish to make a proposal at
the Annual Meeting of Stockholders in 2000 -- other than one that will be
included in the Company's proxy materials -- must notify the Company no earlier
than February 8, 2000 and no later than March 9, 2000. If a stockholder who
wishes to present a proposal fails to notify the Company by March 9, 2000, the
proxies that management solicits for the meeting will have discretionary
authority to vote on the stockholder's proposal if it is properly brought before
the meeting.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information with
respect to the beneficial ownership of the Company's outstanding Common Stock as
of December 17, 1999 (except as set forth in the Notes to the table) by (i) each
person who is known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock of the Company, (ii) the Chief Executive
Officer and the four highest paid executive officers ("Named Executive
Officers") of the Company, (iii) each member of the Company's Board of
Directors, and (iv) the Company's directors and executive officers as a group.
Except as otherwise indicated, each of the stockholders named below has sole
voting and investment power with respect to the shares of Common Stock shown as
beneficially owned.
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED
---------------------------------
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED(1) SHARES
------------------------ ------------ -------------
<S> <C> <C>
George F. Colony, c/o Forrester Research, Inc.,............. 5,697,363 52.51%
400 Technology Square,
Cambridge, MA, 02139(2)
Fidelity Management & Research.............................. 622,600 5.73%
One Federal Street
Boston, MA 02109
William M. Bluestein, Ph.D.(3).............................. 125,081 1.15%
Mary A. Modahl(4)........................................... 138,631 1.28%
Jon D. Schwartz(5).......................................... 80,175 %
Stuart D. Woodring(6)....................................... 143,665 1.32%
Henk W. Broeders(7)......................................... 4,000 *
Robert M. Galford(8)........................................ 7,199 *
George R. Hornig(9)......................................... 2,633 *
Michael H. Welles(10)....................................... 11,199 *
Directors and executive officers as a group (14 persons).... 58.84%
</TABLE>
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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power
with respect to the shares. Shares subject to options currently exercisable
or exercisable within 60 days of December 17, 1999 are included as
beneficially owned.
(2) Includes 790 shares held by Mr. Colony's wife as to which Mr. Colony
disclaims beneficial ownership. Includes 696,553 shares which are subject
to options granted by Mr. Colony to 6 key employees.
(3) Includes 105,146 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days which number includes
66,666 options granted by Mr. Colony.
(4) Includes 105,326 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days which number includes
74,055 options granted by Mr. Colony.
(5) Includes 80,000 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days which number includes
80,000 options granted by Mr. Colony.
(6) Includes 118,912 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days which number includes
70,497 options granted by Mr. Colony.
(7) Includes 4,000 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days.
(8) Includes 1,200 shares held in trust for Mr. Galford's children as to which
Mr. Galford disclaims beneficial ownership and 5,999 shares of Common Stock
issuable on the exercise of options currently exercisable or exercisable
within 60 days.
(9) Includes 1,333 shares of Common Stock issuable on the exercise of options
currently exercisable or exercisable within 60 days.
(10) Includes 9,999 shares of Common Stock issuable on the exercise of stock
options currently exercisable or exercisable within 60 days.
* Less than 1%.
4
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DETACH HERE
PROXY
FORRESTER RESEARCH, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR A SPECIAL MEETING, FEBRUARY 7, 2000
The undersigned appoints George F. Colony and Susan M. Whirty, and each of
them, as proxies, each with the power of substitution, and authorizes them to
represent and vote all shares of common stock of Forrester Research, Inc. held
by the undersigned at a Special Meeting of Stockholders to be held at Forrester
Research, Inc.'s Offices, 400 Technology Square, Cambridge, Massachusetts 02139
at 10:00 a.m. on Monday, February 7, 2000, or any adjournments thereof, for the
following purposes set forth on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE SIDE SEE REVERSE SIDE
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<TABLE>
<S> <C> <C>
[X] Please mark
votes as in
this example.
1. To approve an amendment to the FOR AGAINST ABSTAIN
Forrester Research, Inc. [ ] [ ] [ ]
Restated Certificate of
Incorporation to increase the
number of authorized shares of
common stock from 25 million to
125 million.
2. To transact such other business as may properly come
before the meeting and any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon and date. Where
shares are held jointly, both holders should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature: ____________________ Date: _______________ Signature: ____________________ Date: _______________
</TABLE>
