<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2000
REGISTRATION NO. 333-95663
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORRESTER RESEARCH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 04-2797789
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
400 TECHNOLOGY SQUARE
CAMBRIDGE, MASSACHUSETTS 02139
(617) 497-7090
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
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 AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
KEITH F. HIGGINS, ESQ. PETER B. TARR, ESQ.
ANN L. MILNER, ESQ. SUSAN W. MURLEY, ESQ.
ROPES & GRAY HALE AND DORR LLP
ONE INTERNATIONAL PLACE 60 STATE STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02109
(617) 951-7000 (617) 526-6000
(617) 951-7050 (FAX) (617) 526-5000 (FAX)
</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement under the earlier effective
registration statement for the same offering. [ ]
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(1)(3) OFFERING PRICE(1)(3) REGISTRATION FEE(4)
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value........ 3,269,450 $28.66 $79,707,627 $21,044
=================================================================================================================================
</TABLE>
(1) The number of shares registered and the proposed maximum offering price per
share reflect the two-for-one stock split to be effected as a stock dividend
announced on January 18, 2000 and expected to be paid on or about February
7, 2000 to stockholders of record on January 31, 2000.
(2) Includes 426,450 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
registration fee applicable to 3,266,000 of the shares to be registered is
calculated upon the basis of the average high and low sales price of the
Common Stock of $24.375 as reported on the Nasdaq National Market on January
21, 2000 and the registration fee applicable to 3,450 of the shares to be
registered is calculated upon the basis of the average high and low sales
price of the Common Stock of $28.66 as reported on the Nasdaq National
Market on February 1, 2000.
(4) $21,017 of this amount was paid on January 28, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
All share numbers and per share information in this prospectus (except the
last reported sale price for the common stock on February 3, 2000 set forth on
the cover of the prospectus) are adjusted to give effect to the two-for-one
stock split announced by Forrester on January 18, 2000. The stock split will be
effected in the form of a 100% stock dividend which is expected to be
distributed on or about February 7, 2000 to stockholders of record on January
31, 2000.
<PAGE> 3
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION. DATED FEBRUARY 4, 2000.
2,843,000 Shares
[Forrester Research, Inc. LOGO]
Common Stock
------------------------
Forrester Research, Inc. is offering 200,000 of the shares to be sold in
the offering. The selling stockholders identified in this prospectus are
offering an additional 2,643,000 shares. Forrester will not receive any of the
proceeds from the sale of shares being sold by the selling stockholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"FORR". The last reported sale price for the common stock on February 3, 2000
was $66.25 per share. Forrester has announced a two-for-one stock split which is
expected to be distributed on or about February 7, 2000.
See "Risk Factors" beginning on Page 4 to read about factors you should
consider before buying shares of our common stock.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Initial price to public..................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to Forrester..................... $ $
Proceeds, before expenses, to the selling stockholders...... $ $
</TABLE>
To the extent that the underwriters sell more than 2,843,000 shares of
common stock, the underwriters have the option to purchase up to an additional
426,450 shares from Forrester at the initial price to the public, less the
underwriting discount.
------------------------
The underwriters expect to deliver the shares against payment in New York,
New York on , 2000.
GOLDMAN, SACHS & CO.
ADAMS, HARKNESS & HILL, INC.
THOMAS WEISEL PARTNERS LLC
FAC/EQUITIES
WILLIAM BLAIR & COMPANY
------------------------
Prospectus dated , 2000.
<PAGE> 4
- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
This summary does not contain all the information that you should consider
before investing in our common stock. You should read the entire prospectus
carefully, especially "Risk Factors" beginning on Page 4.
FORRESTER RESEARCH, INC.
We are a leading independent Internet research firm that conducts research
and analysis on the impact of the Internet and emerging technologies on business
strategy, consumer behavior and society. We provide our clients with a
comprehensive and integrated perspective on technology and business, which we
call the Whole View of Internet commerce. Our Whole View approach helps
companies evolve their business models and infrastructure to embrace broader
on-line markets and to scale their Internet operations. We help our clients
develop e-business strategies that use the Internet and other emerging
technologies to win customers, identify new markets and gain competitive
operational advantages. We target our products and services to large
enterprises, Internet companies and technology vendors. Senior management,
business strategists and marketing and technology professionals use our
prescriptive, actionable research to understand and capitalize on the Internet
and emerging business models and technologies.
In addition to analyzing the Internet, we also use Internet technologies as
an integral part of our business. We have developed a technology platform that
we call "Forrester eResearch" that allows us to conduct, design, sell and
deliver our research over the Internet in a format specifically developed to
maximize its impact and effectiveness. Our eResearch platform enhances our
research data and content quality and provides our clients with instant access
to our research, on-line tools and presentations and interactive services.
As of December 31, 1999, our research was delivered to 1,793 client
companies. Approximately 74% of our client companies with memberships expiring
during the year ended December 31, 1999 renewed one or more memberships for the
Company's products and services.
OUR OFFICES
Our principal executive offices are located at 400 Technology Square,
Cambridge, Massachusetts 02139 and our telephone number is (617) 497-7090. Our
Internet address is www.forrester.com. The information contained on our web site
is not incorporated by reference in this prospectus. Unless the context
otherwise requires, references in this prospectus to "Forrester", "we", "us" and
"our" refer to Forrester Research, Inc. and our subsidiaries.
Technographics and Forrester are our registered trademarks. The Whole View,
Forrester eResearch, eBusiness Voyage, PowerRankings, Adwatch and Internet User
Monitor are our trademarks. This prospectus also includes trademarks of other
companies.
- --------------------------------------------------------------------------------
1
<PAGE> 5
- --------------------------------------------------------------------------------
THE OFFERING
<TABLE>
<S> <C>
Shares offered by Forrester.................. 200,000 shares
Shares offered by the selling stockholders... 2,643,000 shares
Shares to be outstanding after the
offering................................... 19,932,284 shares
Nasdaq National Market symbol................ FORR
Use of proceeds.............................. For general corporate purposes, including
working capital and possible acquisitions and
investments
</TABLE>
The shares of common stock to be outstanding after the offering exclude
7,177,552 shares issuable upon the exercise of outstanding stock options issued
by us as of February 3, 2000 at a weighted average exercise price of $15.25 per
share.
All of the information in this prospectus (except the last reported sale
price for the common stock on February 3, 2000 set forth on the cover of the
prospectus):
- gives effect to the two-for-one stock split announced on January 18,
2000, to be effected as a 100% stock dividend, which is expected to be
distributed on or about February 7, 2000 to stockholders of record on
January 31, 2000; and
- assumes no exercise of the underwriters' overallotment option.
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro forma net income for 1995 and 1996 reflect a pro forma tax adjustment
to adjust net income for income tax expense as if we were taxed as a C
corporation for those years. Net income, as adjusted for 1999, and diluted net
income per common share, as adjusted for 1999, exclude the after tax effects of
costs related to our acquisition of Fletcher Research Limited; presentation of
these amounts is not in accordance with generally accepted accounting
principles.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Core research............................................... $10,150 $18,206 $30,431 $46,842 $64,697
Advisory services and other................................. 4,439 6,757 9,990 14,725 22,571
------- ------- ------- ------- -------
Total revenues.............................................. 14,589 24,963 40,421 61,567 87,268
Income from operations...................................... 1,784 4,082 6,766 9,182 13,860
Net income.................................................. 2,027 4,004 5,598 7,547 10,981
Pro forma income tax adjustment............................. 739 1,198
------- -------
Pro forma net income........................................ 1,288 2,806
Net income, as adjusted..................................... -- -- -- -- 11,622
Basic net income per common share........................... $ 0.17 $ 0.32 $ 0.34 $ 0.44 $ 0.61
Diluted net income per common share......................... $ 0.17 $ 0.31 $ 0.32 $ 0.40 $ 0.55
Basic pro forma net income per common share................. $ 0.11 $ 0.23
Diluted pro forma net income per common share............... $ 0.11 $ 0.22
Diluted net income per common share, as adjusted............ -- -- -- -- $ 0.58
Basic weighted average common shares........................ 12,000 12,384 16,679 17,041 18,028
Diluted weighted average common shares...................... 12,000 12,852 17,703 18,744 20,067
</TABLE>
- --------------------------------------------------------------------------------
2
<PAGE> 6
- --------------------------------------------------------------------------------
The following table provides a summary of our consolidated balance sheets.
The as adjusted column reflects our sale of 200,000 shares of common stock at an
assumed public offering price of $33.13 per share, after deducting the estimated
underwriters' discounts and commissions and offering expenses payable by us, but
excluding proceeds we will receive in connection with the exercise of options by
several selling stockholders for shares to be sold by them in this offering.
<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------
ACTUAL AS ADJUSTED
-------- -----------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities............ $ 98,787 $104,614
Working capital............................................. 65,366 71,193
Deferred revenue............................................ 66,233 66,233
Total assets................................................ 159,393 165,220
Total stockholders' equity.................................. 78,805 84,632
</TABLE>
- --------------------------------------------------------------------------------
3
<PAGE> 7
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. If any of the following risks actually occur, our business,
financial condition or results of operations could be harmed. In that case, the
trading price of our common stock could decline, and you could lose all or part
of your investment.
IF WE DO NOT ATTRACT AND RETAIN QUALIFIED PROFESSIONAL STAFF, WE WILL NOT BE
ABLE TO MAINTAIN OUR POSITION IN THE MARKET OR GROW OUR BUSINESS
Our future success will depend in large measure upon the continued
contributions of our senior management team, research analysts and experienced
sales and marketing personnel. Thus, our future operating results will be
largely dependent upon our ability to retain the services of these individuals
and to attract additional qualified people from a limited pool of qualified
candidates. We experience intense competition in hiring and retaining
professionals from developers of Internet and emerging technology products,
other research firms, management consulting firms, print and electronic
publishing companies and financial services companies. Many of these firms have
substantially greater ability, either through cash or equity, to attract and
compensate qualified people. In addition, the Internet has created many
opportunities for people with the skills we seek to form their own companies or
join start-up companies, and these opportunities frequently offer the potential
for significant future financial profit through equity incentives that we cannot
match. If we lose professionals or are unable to attract new talent to
Forrester, we will not be able to maintain our position in the market or grow
our business.
IF WE DO NOT MANAGE OUR GROWTH EFFECTIVELY, IT COULD ADVERSELY AFFECT OUR
ABILITY TO GROW REVENUE AND COULD INCREASE OUR OPERATING EXPENSES
Our growth has placed significant demands on our management and other
resources. Our revenues increased approximately 42% to $87.3 million in the year
ended December 31, 1999 from $61.6 million in the year ended December 31, 1998.
Our ability to effectively manage growth will require us to continue to develop
and improve our operational, financial, electronic research collection and
distribution, technology and other internal systems. We must also continue to
expand our business development capabilities and continue to train, motivate and
manage our employees. If we are unable to effectively manage our growth, it
would have an adverse effect on the quality of our products and services, our
ability to retain key personnel and to grow revenue and could increase our
operating expenses.
OUR OPERATING RESULTS FLUCTUATE AND OUR STOCK PRICE MAY BE VOLATILE AS A RESULT
Our revenues and earnings may fluctuate from quarter to quarter based on a
variety of factors, many of which are beyond our control. The factors include,
but are not limited to:
- the timing and size of new and renewal memberships for our research from
clients;
- the timing of revenue-generating Forum events sponsored by us;
- the utilization of our advisory services by our clients;
- the introduction and marketing of new products and services by us and our
competitors;
- the hiring and training of new analysts and sales personnel;
- changes in demand for our research; and
- general economic conditions.
As a result, our operating results in future quarters may be below the
expectations of securities analysts and investors which could have an adverse
effect on the market price for our
4
<PAGE> 8
common stock. Factors such as announcements of new products, services, offices
or strategic alliances by us or our competitors, as well as market conditions in
the Internet and emerging technologies services industry, may have a significant
impact on the market price of our common stock. The market price for our common
stock may also be affected by movements in prices of stocks in general.
A DECLINE IN RENEWALS FOR OUR MEMBERSHIP-BASED RESEARCH SERVICES COULD ADVERSELY
AFFECT OUR REVENUES
Our success depends in large part upon renewals of memberships for our
research products. Approximately 74% of our revenues in the year ended December
31, 1999 were derived from our membership-based research products. In addition,
approximately 74% of our client companies with memberships expiring during this
period renewed one or more memberships for our products and services. A
significant decline in renewal rates for our research products could have an
adverse effect on our revenues.
LOSS OF KEY MANAGEMENT COULD AFFECT OUR ABILITY TO RUN OUR BUSINESS
Our future success will depend in large part upon the continued services of
a number of our key management employees. The loss of any one of them, in
particular George F. Colony, our founder and Chairman, President and Chief
Executive Officer, could adversely affect our business.
IF WE DO NOT ANTICIPATE AND RESPOND TO MARKET TRENDS, WE MAY NOT REMAIN
COMPETITIVE
Our success depends in part upon our ability to anticipate rapidly changing
technologies and market trends and to adapt our research to meet the changing
information needs of our clients. The technology and commerce sectors that we
analyze undergo frequent and often dramatic changes. The changes include:
- the introduction of new products and obsolescence of others;
- the use of technology to transform existing and create new business
models;
- shifting strategies and market positions of major industry participants;
- paradigm shifts in system architectures; and
- changing objectives and expectations of users of technology.
The environment of rapid and continuous change presents significant
challenges to our ability to provide our clients with current and timely
analysis, strategies and advice on issues of importance to them. Meeting these
challenges requires the commitment of substantial resources. Any failure to
continue to provide insightful and timely analysis of developments, technologies
and trends in a manner that meets market needs could have an adverse effect on
our market position and results of operations.
IF WE DO NOT DEVELOP AND OFFER NEW PRODUCTS AND SERVICES, WE COULD LOSE OUR
COMPETITIVE POSITION AND FAIL TO GROW OUR BUSINESS
Our future success will depend in part on our ability to offer new products
and services. These new products and services must successfully gain market
acceptance by addressing specific industry and business organization sectors,
anticipating and identifying changes in client requirements and changes in the
technology industry. The process of internally researching, developing,
launching and gaining client acceptance of a new product or service, or
assimilating and marketing an acquired product or service, is risky and costly.
We may not be able to introduce new, or assimilate acquired, products or
services successfully. Our failure to do so would adversely affect our ability
to maintain a competitive position in our market and continue to grow our
business.
5
<PAGE> 9
THE MARKET FOR RESEARCH PRODUCTS AND SERVICES IS COMPETITIVE AND IF WE FAIL TO
COMPETE EFFECTIVELY, WE COULD LOSE OUR MARKET POSITION
We compete in the market for research products and services with other
independent providers of similar services. We may also face increased
competition from Internet-based research firms. Some of our competitors have
substantially greater financial, information-gathering and marketing resources
than we do. In addition, our indirect competitors include the internal planning
and marketing staffs of our current and prospective clients, as well as other
information providers such as electronic and print publishing companies,
survey-based general market research firms and general business consulting
firms. Our indirect competitors may choose to compete directly against us in the
future. In addition, there are relatively few barriers to entry into our market
and new competitors could readily seek to compete against us in one or more
market segments addressed by our products and services. Increased competition
could adversely affect our operating results through pricing pressure and loss
of market share.
IF WE FAIL TO INTEGRATE OUR RECENTLY COMPLETED ACQUISITION EFFECTIVELY, IT COULD
ADVERSELY AFFECT OUR OPERATING EXPENSES AND COULD CAUSE US TO FAIL TO ACHIEVE
THE BENEFITS WE EXPECTED
We recently acquired Fletcher Research Limited, an Internet research
company located in the United Kingdom. It was our first acquisition and our
management has had no experience to date integrating acquisitions into our
business. The integration of any acquisition can be disruptive, divert
management time and attention and result in a failure to realize the expected
benefits of the acquisition. The problems may be accentuated where the acquired
company is foreign and located far from our headquarters. If we do not integrate
the Fletcher acquisition effectively, we could fail to achieve the benefits we
expected.
OUR CHAIRMAN AND CEO HAS SIGNIFICANT VOTING POWER AND MAY EFFECTIVELY CONTROL
THE OUTCOME OF ANY STOCKHOLDER VOTE
George F. Colony, our Chairman of the Board of Directors and Chief
Executive Officer, will beneficially own approximately 46% of our common stock
after the offering. As a result, he has the ability to substantially influence,
and may effectively control, the outcome of corporate actions requiring
stockholder approval, including the election of directors. This concentration of
ownership may also have the effect of delaying or preventing a change in control
of Forrester even if such a change of control would benefit other investors.
OUR CORPORATE GOVERNANCE PROVISIONS MAY DETER A FINANCIALLY ATTRACTIVE TAKEOVER
ATTEMPT
Provisions of our charter and by-laws may discourage, delay or prevent a
merger or acquisition that stockholders may consider favorable, including
transactions in which stockholders would receive a premium for their shares.
These provisions include the following:
- any action to be taken by stockholders must be taken at a meeting and may
not be taken by written consent;
- stockholders must comply with advance notice requirements before raising
a matter at a meeting of stockholders or nominating a director for
election;
- only our chairman, chief executive officer or, if there is none, the
president or the board of directors may call a special meeting of
stockholders;
- our board of directors is divided into three classes and the members may
be removed by the stockholders only for cause; and
- our board of directors has the authority, without further action by the
stockholders, to fix the rights and preferences of and issue shares of
preferred stock.
6
<PAGE> 10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates forward-looking statements that
are subject to a number of risks and uncertainties. All statements, other than
statements of historical facts included or incorporated in this prospectus,
regarding our strategy, future operations, financial position, estimated
revenues, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this prospectus, the words "will",
"believe", "anticipate", "intend", "estimate", "expect", "project" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. We cannot
guarantee future results, levels of activity, performance or achievements and
you should not place undue reliance on our forward-looking statements. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or strategic investments.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
described in "Risk Factors" and elsewhere in this prospectus. We do not assume
any obligation to update any of the forward-looking statements we make.
7
<PAGE> 11
USE OF PROCEEDS
We estimate that the net proceeds from our sale of 200,000 shares of common
stock will be approximately $5.8 million, based on an assumed offering price to
the public of $33.13 per share and after deducting the estimated underwriters'
discounts and commissions and estimated offering expenses payable by us. We will
not receive any proceeds from the sale of shares of common stock by the selling
stockholders.
We expect to use the net proceeds from this offering for general corporate
purposes, including working capital. We may also use a portion of the net
proceeds to acquire or invest in complementary businesses or to make strategic
investments. We have no current commitments or agreements with respect to any
acquisition or investment. Pending these uses, the net proceeds of this offering
will be invested in interest-bearing, investment-grade securities.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock since
we became a public company. We presently intend to retain any future earnings to
finance the expansion of our business and do not expect to pay any cash
dividends.
PRICE RANGE OF COMMON STOCK
Our common stock is quoted on the Nasdaq National Market under the symbol
"FORR". The following table sets forth, for the periods indicated, the high and
low intraday sale prices for our common stock as reported on the Nasdaq National
Market. These prices reflect the two-for-one stock split expected to be
distributed on or about February 7, 2000 to stockholders of record on January
31, 2000.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1998
First Quarter............................................... $17.94 $ 9.25
Second Quarter.............................................. $21.88 $14.38
Third Quarter............................................... $21.31 $14.75
Fourth Quarter.............................................. $22.00 $11.88
1999
First Quarter............................................... $24.44 $14.63
Second Quarter.............................................. $19.25 $10.94
Third Quarter............................................... $20.50 $10.50
Fourth Quarter.............................................. $36.44 $19.00
2000
First Quarter (through February 3, 2000).................... $36.00 $22.84
</TABLE>
On February 3, 2000, the closing sale price of our common stock as reported
on the Nasdaq National Market, after giving effect to the pending stock split,
was $33.13 per share and we had approximately 40 holders of record of our common
stock.
8
<PAGE> 12
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1999:
- on an actual basis, giving effect to the two-for-one stock split to be
effected as a 100% stock dividend and expected to be distributed on or
about February 7, 2000 to stockholders of record on January 31, 2000 and
an amendment to our certificate of incorporation increasing the number of
authorized shares of common stock to 125,000,000; and
- on an as adjusted basis to reflect the net proceeds from our sale of
200,000 shares of common stock, at an assumed offering price to the
public of $33.13 per share and after deducting the underwriters'
discounts and commissions and estimated offering expenses payable by us,
but excluding proceeds we will receive in connection with the exercise of
options by various selling stockholders for shares to be sold by them in
this offering.
This information excludes 6,457,472 shares of common stock issuable upon
the exercise of outstanding stock options issued by us as of December 31, 1999
at a weighted average exercise price of $13.28 per share.
<TABLE>
<CAPTION>
DECEMBER 31, 1999
---------------------
ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Preferred stock, par value, $0.01 per share, 500,000 shares
authorized; none issued................................... $ -- $ --
Common stock, par value, $0.01 per share, 125,000,000 shares
authorized; 19,408,064 shares issued and outstanding,
actual, 19,608,064 shares issued and outstanding, as
adjusted.................................................. 194 196
Additional paid-in capital.................................. 54,771 60,596
Retained earnings........................................... 24,434 24,434
Accumulated other comprehensive loss........................ (594) (594)
------- -------
Total stockholders' equity.................................. $78,805 $84,632
======= =======
Total capitalization........................................ $78,805 $84,632
======= =======
</TABLE>
9
<PAGE> 13
SELECTED CONSOLIDATED FINANCIAL DATA
You should read the following selected consolidated financial data along
with "Management's Discussion of Analysis of Financial Condition and Results of
Operations" and our financial statements and notes to those statements and other
financial information included or incorporated in this prospectus. This selected
consolidated financial data for the years ended December 31, 1995 and 1996
includes pro forma income tax adjustments that represent income taxes that would
have been recorded if we had been a C corporation for those years. Net income,
as adjusted for 1999, and diluted net income per common share, as adjusted for
1999, exclude the after tax effects of costs related to our acquisition of
Fletcher Research Limited; presentation of these amounts is not in accordance
with generally accepted accounting principles. The consolidated statement of
income data for the years ended December 31, 1995, 1996, 1997, 1998 and 1999 and
the consolidated balance sheet data at December 31, 1995, 1996, 1997, 1998 and
1999 has been derived from our audited consolidated financial statements. The
historical results presented below are not necessarily indicative of future
results.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Revenues:
Core research............................................. $10,150 $18,206 $30,431 $46,842 $ 64,697
Advisory services and other............................... 4,439 6,757 9,990 14,725 22,571
------- ------- ------- ------- --------
Total revenues...................................... 14,589 24,963 40,421 61,567 87,268
------- ------- ------- ------- --------
Operating expenses:
Cost of services and fulfillment.......................... 5,486 8,762 13,698 22,038 27,715
Selling and marketing..................................... 5,643 8,992 14,248 20,896 31,131
General and administrative................................ 1,389 2,509 4,500 6,688 9,865
Depreciation and amortization............................. 287 618 1,209 2,763 4,003
Costs related to acquisition.............................. -- -- -- -- 694
------- ------- ------- ------- --------
Total operating expenses............................ 12,805 20,881 33,655 52,385 73,408
------- ------- ------- ------- --------
Income from operations.............................. 1,784 4,082 6,766 9,182 13,860
Other income, net........................................... 339 634 2,515 2,957 3,710
------- ------- ------- ------- --------
Income before income tax provision.................. 2,123 4,716 9,281 12,139 17,570
Income tax provision........................................ 96 712 3,683 4,592 6,589
------- ------- ------- ------- --------
Net income.......................................... 2,027 4,004 $ 5,598 $ 7,547 $ 10,981
======= ======= ========
Pro forma income tax adjustment............................. 739 1,198
------- -------
Pro forma net income................................ $ 1,288 $ 2,806
======= =======
Net income, as adjusted..................................... -- -- -- -- $ 11,622
========
Basic net income per common share........................... $ 0.17 $ 0.32 $ 0.34 $ 0.44 $ 0.61
======= ======= ======= ======= ========
Diluted net income per common share......................... $ 0.17 $ 0.31 $ 0.32 $ 0.40 $ 0.55
======= ======= ======= ======= ========
Basic pro forma net income per common share................. $ 0.11 $ 0.23
======= =======
Diluted pro forma net income per common share............... $ 0.11 $ 0.22
======= =======
Diluted net income per common share, as adjusted............ -- -- -- -- $ 0.58
========
Basic weighted average common shares outstanding............ 12,000 12,384 16,679 17,041 18,028
======= ======= ======= ======= ========
Diluted weighted average common shares outstanding.......... 12,000 12,852 17,703 18,744 20,067
======= ======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities............ $ 7,518 $44,640 $54,914 $ 66,483 $ 98,787
Working capital............................................. $ 991 $31,291 $36,016 $ 45,720 $ 65,366
Deferred revenue............................................ $11,359 $17,816 $27,074 $ 38,894 $ 66,233
Total assets................................................ $15,426 $56,782 $73,536 $100,518 $159,393
Total stockholders' equity.................................. $ 2,047 $33,762 $40,505 $ 53,533 $ 78,805
</TABLE>
10
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are a leading independent Internet research firm that conducts research
and analysis on the impact of the Internet and emerging technologies on business
strategy, consumer behavior and society. Our clients, which include senior
management, business strategists and marketing and technology professionals
within large enterprises use our prescriptive, actionable research to understand
and capitalize on the Internet and emerging business models and technologies.
We derive revenues from memberships to our core research and from our
advisory services and Forum events. We offer contracts for our products and
services that are typically renewable annually and payable in advance.
Accordingly, a substantial portion of our billings are initially recorded as
deferred revenue. Research revenues are recognized pro rata on a monthly basis
over the term of the contract. Our advisory services clients purchase such
services together with memberships to our research. Billings attributable to
advisory services are initially recorded as deferred revenue and recognized as
revenue when performed. Similarly, Forum billings are initially recorded as
deferred revenue and are recognized upon completion of each event.
Our operating expenses consist of cost of services and fulfillment, selling
and marketing expenses, general and administrative expenses and depreciation and
amortization. Cost of services and fulfillment represent the costs associated
with the production and delivery of our products and services, and include the
costs of salaries, bonuses and related benefits for research personnel and all
associated editorial, travel and support services. Selling and marketing
expenses include salaries, employee benefits, travel expenses, promotional
costs, sales commissions and other costs incurred in marketing and selling our
products and services. General and administrative expenses include the costs of
the operations, technology, finance and strategy groups and our other
administrative functions.
We believe that the "agreement value" of contracts to purchase research and
advisory services provides a significant measure of our business volume. We
calculate agreement value as the total revenues recognizable from all research
and advisory service contracts in force at a given time, without regard to how
much revenue has already been recognized. Agreement value increased 68% to
$115.8 million at December 31, 1999 from $69.1 million at December 31, 1998. No
single client accounted for more than 2% of agreement value at December 31,
1999. Our experience is that a substantial portion of client companies renew
expiring contracts for an equal or higher level of total research and advisory
service fees each year. Approximately 74% and 75% of our client companies with
memberships expiring during the years ended December 31, 1999 and 1998,
respectively, renewed one or more memberships for our products and services.
This renewal rate is not necessarily indicative of the rate of future retention
of our revenue base.
11
<PAGE> 15
RESULTS OF OPERATIONS
The following table sets forth selected financial data as a percentage of
total revenues for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Core research............................................... 75% 76% 74%
Advisory services and other................................. 25 24 26
--- --- ---
Total revenues.............................................. 100 100 100
Cost of services and fulfillment............................ 34 36 32
Selling and marketing....................................... 35 34 36
General and administrative.................................. 11 11 11
Depreciation and amortization............................... 3 4 4
Costs related to acquisition................................ -- -- 1
--- --- ---
Income from operations...................................... 17 15 16
Other income, net........................................... 6 5 4
--- --- ---
Income before income tax provision.......................... 23 20 20
Provision for income taxes.................................. 9 8 7
--- --- ---
Net income.................................................. 14% 12% 13%
=== === ===
</TABLE>
YEARS ENDED DECEMBER 31, 1999 AND 1998
REVENUES. Total revenues increased 42% to $87.3 million in the year ended
December 31, 1999 from $61.6 million in the year ended December 31, 1998.
Revenues from core research increased 38% to $64.7 million in the year ended
December 31, 1999 from $46.8 million in the year ended December 31, 1998.
Increases in total revenues and revenues from core research were primarily
attributable to an increase in the number of client companies to 1,793 at
December 31, 1999 from 1,271 at December 31, 1998, an increase in the sales
organization to 153 employees at December 31, 1999 from 92 employees at December
31, 1998 and sales of additional core research to existing clients. No single
client company accounted for more than 2% of revenues for the year ended
December 31, 1999.
Advisory services and other revenues increased 53% to $22.6 million in the
year ended December 31, 1999 from $14.7 million in the year ended December 31,
1998. This increase was primarily attributable to increased demand for
Forrester's advisory services programs and Forum events, an increase in the
number of events held to eight in the year ended December 31, 1999 from six in
the year ended December 31, 1998 and an increase in research staff providing
advisory services to 125 employees at December 31, 1999 from 97 at December 31,
1998.
Revenues attributable to customers outside the United States increased 57%
to $19.8 million in the year ended December 31, 1999 from $12.6 million in the
year ended December 31, 1998. Revenues attributable to customers outside the
United States increased as a percentage of total revenues to 22% for the year
ended December 31, 1999 from 21% for the year ended December 31, 1998. The
increase in international revenues was primarily attributable to the continued
expansion of our European headquarters in Amsterdam, the Netherlands, including
an increase in sales personnel, and our acquisition of London-based Fletcher
Research Limited on November 15, 1999. We invoice our international clients,
other than clients billed by our subsidiary Fletcher Research Limited, in U.S.
Dollars.
COST OF SERVICES AND FULFILLMENT. Cost of services and fulfillment
decreased as a percentage of total revenues to 32% in the year ended December
31, 1999 from 36% in the year ended December 31, 1998. These expenses increased
26% to $27.7 million in the year ended December 31, 1999 from $22.0 million in
the year ended December 31, 1998. The decrease in expenses as a percentage of
revenues reflects a larger revenue base in 1999 and lower
12
<PAGE> 16
production costs resulting from the introduction of our eResearch platform in
February 1999. The expense increase in 1999 was principally due to an increase
in research analyst staffing and related compensation expenses.
SELLING AND MARKETING. Selling and marketing expenses increased as a
percentage of total revenues to 36% in the year ended December 31, 1999 from 34%
in the year ended December 31, 1998. These expenses increased 49% to $31.1
million in the year ended December 31, 1999 from $20.9 million in the year ended
December 31, 1998. The increase in expenses and the increase in expenses as a
percentage of revenues were principally due to the increase in the number of
direct sales personnel and related commission and travel expenses.
GENERAL AND ADMINISTRATIVE. General and administrative expenses remained
constant as a percentage of total revenues at 11% in the years ended December
31, 1999 and 1998. These expenses increased 48% to $9.9 million in the year
ended December 31, 1999 from $6.7 million in the year ended December 31, 1998.
The increase in expenses was principally due to staffing increases in our
operations, technology, finance and strategy groups.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 45% to $4.0 million in the year ended December 31, 1999 from $2.8
million in the year ended December 31, 1998. The increase in these expenses was
principally due to purchases of computer equipment, software, office furnishings
and leasehold improvements to support business growth, including our move to our
new headquarters in October 1999.
COSTS RELATED TO ACQUISITION. Costs related to acquisition totaled
$694,000 and resulted from our acquisition of Fletcher Research Limited on
November 15, 1999, which was accounted for as an immaterial pooling of
interests. These one-time, non-recurring costs consisted of legal, accounting,
investment banking, printing, filing and other related fees and expenses
incurred in completing this acquisition.
OTHER INCOME, NET. Other income, consisting primarily of interest income,
increased to $3.7 million in the year ended December 31, 1999 from $3.0 million
in the year ended December 31, 1998. The increase was due to interest income
from higher cash and marketable securities balances resulting from positive cash
flows from operations.
INCOME TAX PROVISION. During the year ended December 31, 1999, we recorded
a tax provision of $6.6 million, reflecting an effective tax rate of 37.5%.
During the year ended December 31, 1998, we recorded a tax provision of $4.6
million reflecting an effective tax rate of 37.8%. The decrease in effective tax
rate resulted from a reduction in our effective state tax rate and an increase
in our investments in tax-exempt marketable securities, offset by non-deductible
acquisition costs.
YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997
REVENUES. Total revenues increased 52% to $61.6 million in the year ended
December 31, 1998 from $40.4 million in the year ended December 31, 1997.
Revenues from core research increased 54% to $46.8 million in the year ended
December 31, 1998 from $30.4 million in the year ended December 31, 1997.
Increases in total revenues and revenues from core research were primarily
attributable to an increase in the number of client companies to 1,271 at
December 31, 1998 from 1,029 at December 31, 1997, sales of additional research
services to existing clients and the introduction of five new strategy research
services and one new quantitative research service since January 1, 1997.
Advisory services and other revenues increased 47% to $14.7 million in the
year ended December 31, 1998 from $10.0 million in the year ended December 31,
1997. This increase was primarily attributable to demand for our advisory
services and the addition of three new Forum events in 1998.
13
<PAGE> 17
Revenues attributable to customers outside the United States increased 44%
to $12.6 million in the year ended December 31, 1998 from $8.8 million in the
year ended December 31, 1997 and decreased as a percentage of total revenues to
21% for the year ended December 31, 1998 from 22% for the year ended December
31, 1997. The increase in international revenues was primarily due to our
opening of our European headquarters in Amsterdam, the Netherlands in April
1998, and the addition of direct international sales personnel. During 1998, we
invoiced our international clients in U.S. dollars.
Agreement value grew 48% to $69.1 million at December 31, 1998 from $46.6
million at December 31, 1997. No single client company accounted for more than
3% of agreement value at December 31, 1998 or 3% of revenues for the year ended
December 31, 1998.
COST OF SERVICES AND FULFILLMENT. Cost of services and fulfillment
increased as a percentage of total revenues to 36% in the year ended December
31, 1998 from 34% in the year ended December 31, 1997. These expenses increased
61% to $22.0 million in the year ended December 31, 1998 from $13.7 million in
the year ended December 31, 1997. The increase in expenses and expenses as a
percentage of total revenues was principally due to increased analyst staffing
for research services and related compensation expenses and the addition of
three new Forum events in 1998.
SELLING AND MARKETING. Selling and marketing expenses decreased as a
percentage of total revenues to 34% in the year ended December 31, 1998 from 35%
in the year ended December 31, 1997. These expenses increased 47% to $20.9
million in the year ended December 31, 1998 from $14.2 million in the year ended
December 31, 1997. The decrease as a percentage of total revenues resulted
principally from the larger revenue base in 1998. The increase in expenses was
principally due to the addition of direct salespersons and increased sales
commission expenses associated with increased revenues.
GENERAL AND ADMINISTRATIVE. General and administrative expenses remained
constant as a percentage of total revenues at 11% in the years ended December
31, 1998 and December 31, 1997. These expenses increased 49% to $6.7 million in
the year ended December 31, 1998 from $4.5 million in the year ended December
31, 1997. The increase in expenses was principally due to staffing increases and
costs associated with the opening of our European headquarters.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 129% to $2.8 million in the year ended December 31, 1998 from $1.2
million in the year ended December 31, 1997. The increase in this expenses was
principally due to investments in our technology infrastructure and costs
associated with the opening of our European headquarters.
OTHER INCOME, NET. Other income, consisting primarily of interest income,
increased to $3.0 million in the year ended December 31, 1998 from $2.5 million
in the year ended December 31, 1997. This increase was due to interest income
from higher cash and marketable securities balances resulting from positive cash
flows from operations.
INCOME TAX PROVISION. During the year ended December 31, 1998, we recorded
a tax provision of $4.6 million, reflecting an effective tax rate of 37.8%.
During the year ended December 31, 1997, we recorded a tax provision of $3.7
million reflecting an effective tax rate of 39.7%. The decrease in effective tax
rate resulted from a reduction in our effective state tax rate and an increase
in sales through our foreign sales corporation, which we organized in 1998.
YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
REVENUES. Total revenues increased 62% to $40.4 million in the year ended
December 31, 1997 from $25.0 million in the year ended December 31, 1996.
Revenues from core research increased 67% to $30.4 million in the year ended
December 31, 1997 from $18.2 million in the year ended December 31, 1996.
Increases in total revenues and revenues from core research were primarily
attributable to an increase in the number of client companies to 1,029 at
December 31, 1997 from 885 at December 31, 1996 and the introduction of six new
strategy
14
<PAGE> 18
research services since January 1, 1996. Revenues from our quantitative research
service were not material in 1997.
Advisory services and other revenues increased 48% to $10.0 million in the
year ended December 31, 1997 from $6.8 million in the year ended December 31,
1996. This increase was primarily attributable to demand for the partners and
strategy review programs and the addition of two new Forum events in 1997.
Revenues attributable to customers outside the United States increased 66%
to $8.8 million in the year ended December 31, 1997 from $5.3 million in the
year ended December 31, 1996 and also increased as a percentage of total
revenues to 22% for the year ended December 31, 1997 from 21% for the year ended
December 31, 1996. These increases were due primarily to the addition of direct
international sales personnel. During 1997, we invoiced our international
clients in U.S. dollars.
Agreement value grew 55% to $46.6 million at December 31, 1997 from $30.0
million at December 31, 1996. No single client company accounted for more than
2% of agreement value at December 31, 1997 or 3% of revenues for the year ended
December 31, 1997.
COST OF SERVICES AND FULFILLMENT. Cost of services and fulfillment
decreased as a percentage of total revenues to 34% in the year ended December
31, 1997 from 35% in the year ended December 31, 1996. These expenses increased
56% to $13.7 million in the year ended December 31, 1997 from $8.8 million in
the year ended December 31, 1996. The expense increase in this period was
principally due to increased analyst staffing for strategy research services and
related compensation expenses. The decrease as a percentage of total revenues
was principally due to the larger revenue base.
SELLING AND MARKETING. Selling and marketing expenses decreased as a
percentage of total revenues to 35% in the year ended December 31, 1997 from 36%
in the year ended December 31, 1996. These expenses increased 58% to $14.2
million in the year ended December 31, 1997 from $9.0 million in the year ended
December 31, 1996. The increase in expenses was principally due to the addition
of direct salespersons and increased sales commission expenses associated with
increased revenues. The decrease as a percentage of total revenues was
principally due to increased productivity of our direct sales force.
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
as a
percentage of total revenues to 11% in the year ended December 31, 1997 from 10%
in the year ended December 31, 1996. These expenses increased 79% to $4.5
million in the year ended December 31, 1997 from $2.5 million in the year ended
December 31, 1996. The increases in expenses and expenses as a percentage of
total revenues were principally due to staffing increases in operations and
technology, the addition of a human resources department and our investment in
new internal technology, including new financial systems.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 95% to $1.2 million in the year ended December 31, 1997 from $618,000
in the year ended December 31, 1996. The increase in this expenses was
principally due to purchases of computer equipment, software, office furnishings
and leasehold improvements to support business growth.
OTHER INCOME, NET. Other income, consisting primarily of interest income,
increased to $2.5 million in the year ended December 31, 1997 from $634,000 in
the year ended December 31, 1996. This increase resulted from our higher cash
and marketable securities balances resulting from positive cash flows from
operations and net proceeds from our initial public offering.
INCOME TAX PROVISION. During the year ended December 31, 1997, we recorded
a tax provision of $3.7 million, reflecting an effective tax rate of 39.7%.
During the year ended December 31, 1996, we recorded a pro forma tax provision
of $1.9 million reflecting an effective tax rate of 40.5%. The decrease in
effective tax rate resulted from a reduction in our effective state tax rate and
an increase in our investments in tax-exempt marketable securities.
15
<PAGE> 19
RESULTS OF QUARTERLY OPERATIONS
The following tables set forth a summary of our unaudited quarterly
operating results for each of our eight most recently ended fiscal quarters. We
have derived this information from our unaudited interim consolidated financial
statements, which, in the opinion of our management, have been prepared on a
basis consistent with our financial statements contained elsewhere in this
prospectus and include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation in accordance with generally
accepted accounting principles when read in conjunction with our consolidated
financial statements and related notes included elsewhere in this prospectus.
Historically, our total revenues, operating profit and net income in the fourth
quarter have reflected the significant positive contribution of revenues
attributable to advisory services performed and Forum events held in the fourth
quarter. As a result, we have historically experienced a decline in total
revenues, operating profit and net income from the quarter ended December 31 to
the quarter ended March 31. Our quarterly operating results are not necessarily
indicative of future results of operations.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------------------------------------------------
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 30, DEC. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Core research............................. $10,469 $11,202 $12,354 $12,816 $12,978 $14,773 $17,026 $19,919
Advisory services and other............... 2,662 3,841 2,716 5,506 4,951 4,898 4,955 7,768
------- ------- ------- ------- ------- ------- ------- -------
Total revenues............................ 13,131 15,043 15,070 18,322 17,929 19,671 21,981 27,687
Cost of services and fulfillment.......... 4,829 5,782 5,212 6,215 6,612 6,424 6,909 7,770
Selling and marketing..................... 4,766 5,078 5,194 5,857 6,192 7,276 7,854 9,809
General and administrative................ 1,557 1,642 1,647 1,843 2,041 2,213 2,504 3,107
Depreciation and amortization............. 531 648 760 824 873 1,048 973 1,109
Costs related to acquisition.............. -- -- -- -- -- -- -- 694
------- ------- ------- ------- ------- ------- ------- -------
Income from operations.................... 1,448 1,893 2,257 3,583 2,211 2,710 3,741 5,198
Other income, net......................... 715 715 765 762 860 895 864 1,092
------- ------- ------- ------- ------- ------- ------- -------
Income before income tax provision........ 2,163 2,608 3,022 4,345 3,071 3,605 4,605 6,290
Income tax provision...................... 821 991 1,148 1,631 1,167 1,370 1,750 2,302
------- ------- ------- ------- ------- ------- ------- -------
Net income................................ $ 1,342 $ 1,617 $ 1,874 $ 2,714 $ 1,904 $ 2,235 $ 2,855 $ 3,988
======= ======= ======= ======= ======= ======= ======= =======
Basic net income per common share......... $ 0.08 $ 0.10 $ 0.11 $ 0.16 $ 0.11 $ 0.13 $ 0.16 $ 0.21
======= ======= ======= ======= ======= ======= ======= =======
Diluted net income per common share....... $ 0.07 $ 0.09 $ 0.10 $ 0.14 $ 0.10 $ 0.12 $ 0.14 $ 0.18
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
AS A PERCENTAGE OF REVENUES
-------------------------------------------------------------------------------------
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 30, DEC. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Core research............................. 80% 74% 82% 70% 72% 75% 77% 72%
Advisory services and other............... 20 26 18 30 28 25 23 28
--- --- --- --- --- --- --- ---
Total revenues............................ 100 100 100 100 100 100 100 100
Cost of services and fulfillment.......... 37 38 35 34 37 33 31 28
Selling and marketing..................... 36 34 34 32 35 37 36 35
General and administrative................ 12 11 11 10 11 11 11 11
Depreciation and amortization............. 4 4 5 5 5 5 5 4
Costs related to acquisition.............. -- -- -- -- -- -- -- 3
--- --- --- --- --- --- --- ---
Income from operations.................... 11 13 15 20 12 14 17 19
Other income, net......................... 5 5 5 4 5 4 4 4
--- --- --- --- --- --- --- ---
Income before income tax provision........ 16 18 20 24 17 18 21 23
Income tax provision...................... 6 7 8 9 6 7 8 9
--- --- --- --- --- --- --- ---
Net income................................ 10% 11% 12% 15% 11% 11% 13% 14%
=== === === === === === === ===
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations through funds generated from operations.
Memberships for research, which constituted approximately 74% of our revenues
for the year ended December 31, 1999, are generally annually renewable and are
payable in advance. We generated $31.9 million and $14.3 million in cash from
operating activities during the years ended December 31, 1999 and 1998,
respectively.
16
<PAGE> 20
In 1999, we used $39.1 million of cash in investing activities, consisting
primarily of $8.9 million for net purchases of property and equipment, $1.0
million for a minority investment in an Internet-based marketing research firm
and $29.8 million for net purchases of marketable securities. We regularly
invest excess funds in short- and intermediate-term interest-bearing obligations
of investment grade.
We had $13.4 million of cash and cash equivalents and $85.3 million of
marketable securities at December 31, 1999. We do not have a line of credit and
do not anticipate the need for one in the foreseeable future. We plan to
continue to introduce new products and services and to invest in our
infrastructure over the next 12 months. We believe that our current cash and
marketable securities balances and cash flows from operations will satisfy
working capital, financing activities and capital expenditure requirements for
at least the next two years.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about our market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. We are exposed to market risk
related to changes in interest rates and foreign currency exchange rates. We do
not use derivative financial instruments for speculative or trading purposes.
INTEREST RATE SENSITIVITY. We maintain an investment portfolio consisting
mainly of corporate obligations, federal agency obligations, state and municipal
bonds and Treasury notes with a weighted-average maturity of less than one year.
These held-to-maturity securities are subject to interest rate risk and will
fall in value if market interest rates increase. If market interest rates were
to increase immediately and uniformly by 10% from levels at December 31, 1999,
the fair market value of these investments would decline by an immaterial
amount. We have the ability to hold our fixed income investments until maturity.
Therefore, we would not expect our operating results or cash flows to be
affected to any significant degree by a sudden change in market interest rates
on our securities portfolio. The following table provides information about our
investment portfolio. For investment securities, the table presents principal
cash flows and related weighted average interest rates by expected maturity
dates.
Principal amounts by expected maturity in U.S. Dollars (in thousands except
interest rates):
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
FAIR VALUE AT YEAR ENDING YEAR ENDING 2002
DECEMBER 31, DECEMBER 31, DECEMBER 31, AND
1999 2000 2001 THEREAFTER
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash equivalents...................................... $12,633 $12,633 $ -- $ --
Weighted average interest rate........................ 4.40% 4.40% --% --%
Investments........................................... $85,342 $47,793 $26,284 $11,265
Weighted average interest rate........................ 4.55% 3.78% 5.95% 4.66%
Total portfolio............................... $97,975 $60,426 $26,284 $11,265
Weighted average interest rate........................ 4.53% 3.89% 5.95% 4.66%
</TABLE>
FOREIGN CURRENCY EXCHANGE. On a global level, we face exposure to adverse
movements in foreign currency exchange rates. This exposure may change over time
as business practices evolve and could have a material adverse impact on our
financial results. Historically, our primary exposure had been related to
non-dollar-denominated operating expenses in Europe, Canada and Asia, where we
sell primarily in U.S. dollars. The introduction of the Euro as a common
currency for members of the European Monetary Union took place in our fiscal
year 1999. We have not determined what impact, if any, the Euro will have on
foreign exchange exposure. We are prepared to hedge against fluctuations the
Euro will have on foreign exchange exposure if this exposure becomes material.
As of December 31, 1999, the total assets related to non-dollar-denominated
currencies was approximately $2.6 million.
17
<PAGE> 21
BUSINESS
OVERVIEW
We are a leading independent Internet research firm that conducts research
and analysis on the impact of the Internet and emerging technologies on business
strategy, consumer behavior and society. We provide our clients with a
comprehensive and integrated perspective on technology and business, which we
call the Whole View of Internet commerce. Our Whole View approach helps
companies evolve their business models and infrastructure to embrace broader
on-line markets and to scale their Internet operations. We help our clients
develop e-business strategies that use the Internet and other emerging
technologies to win customers, identify new markets and gain competitive
operational advantages. We target our products and services to large
enterprises, Internet companies and technology vendors. Senior management,
business strategists and marketing and technology professionals use our
prescriptive, actionable research to understand and capitalize on the Internet
and emerging business models and technologies.
In addition to analyzing the Internet, we also use Internet technologies as
an integral part of our business. We have developed a technology platform that
we call "Forrester eResearch" which allows us to conduct, design, sell and
deliver our research over the Internet in a format specifically developed to
maximize its impact and effectiveness. Our eResearch platform enhances our
research data and content quality and provides our clients with instant access
to our research, on-line tools and presentations and interactive services.
We offer our clients annual memberships which provide access to our
research on specific business issues and technology topics. These issues and
topics include the impact that the application of the Internet and emerging
technologies may have on business models, operational strategy, financial
results, investment priorities, organizational effectiveness and staffing
requirements. We also provide advisory services to clients that explore in
greater detail the issues and topics covered by our research. We host Forum
events, conferences devoted to critical business and technology issues, which
bring our clients and major technology and business leaders together to discuss
the impact of technology change on business. Additionally, we offer our clients
bit products that consist of research that is collected, analyzed and sold
directly on the Internet.
INDUSTRY BACKGROUND
Internet commerce and emerging technologies continue to rapidly transform
businesses. The rise of both new business models and consumers who are empowered
by the Internet requires companies to adapt their pricing, distribution, sales
channels and supply chains to remain competitive. Decisions about how to develop
e-commerce strategies, how to leverage new media for advertising and marketing
and how to capitalize on e-business technologies have become increasingly
complex, requiring participation from corporate leaders, line-of-business
managers, marketing executives and technology professionals. Together, these
individuals must work to reduce and even eliminate the traditional separations
between marketing, business strategy and technology to reach new markets, gain
competitive advantage and develop high customer service and loyalty levels.
Developing a comprehensive and coordinated e-business strategy is difficult
because as technology change accelerates, consumers and businesses adopt new
methods of buying and selling and markets grow increasingly dynamic.
Consequently, demand is growing for external sources of expertise that
provide independent business advice spanning a variety of areas including
Internet commerce, e-business technologies and consumer behavior. We believe
there is a need for objective research which is thematic, prescriptive and
actionable and which provides a comprehensive perspective on the integrated use
of technology in business.
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FORRESTER'S SOLUTION
We believe that our Internet business and technology expertise enables us
to offer our clients the best available research on Internet commerce and
emerging business models and technologies. Our solution provides our clients
with:
THE WHOLE VIEW OF INTERNET COMMERCE. We provide our clients with a
comprehensive and integrated perspective on emerging technologies and
business, which we call the Whole View of Internet commerce. Our approach
helps guide our clients in the evolution of their business models and
infrastructure. We deliver the Whole View by organizing our research into
lenses -- focused selections of our research addressing various business
issues and technology topics -- within our three coverage areas: Internet
Commerce, eBusiness Technology and Technographics Data & Analysis.
TOOLS TO DEVELOP EBUSINESS STRATEGIES. Our research and advisory
services analyze technology and its relation to, and impact on, evolving
markets and business issues. This enables our clients to:
- assess potential new markets, competitors, products and services;
- anticipate technology-driven business model shifts;
- understand how the Internet and other emerging technologies can
improve business processes;
- educate and inform strategic decision makers in their
organizations; and
- capitalize on emerging technologies.
EXPERTISE ON THE INTERNET AND EMERGING TECHNOLOGIES. We started our
business in 1983 and have a long history of and extensive experience in
identifying emerging technology trends and providing research and
actionable advice on the impact of technology on business. This history and
experience allowed us early on to identify and analyze the impact that the
Internet would have on businesses, consumers and society, and to launch our
first Internet-focused research efforts in 1993. Our research analysts have
many years of industry experience, are frequent speakers at business and
technology conferences and symposiums, and are frequently quoted in the
press and other publications. They enjoy direct access to the leaders and
decision-makers within large enterprises, Internet companies and technology
vendors. We provide our research analysts with rigorous training to ensure
that they have the skills to challenge conventional viewpoints and provide
prescriptive, actionable insight and research to achieve our key values.
INTERNET-BASED, ACTIONABLE ERESEARCH THAT ACCELERATES
DECISION-MAKING. Our eResearch platform, specifically developed for
electronic distribution and use over the Internet, increases the relevancy,
timeliness and usefulness of our research. We distill the abundance of
information, developments and data into concise and easy-to-read formats to
facilitate rapid decision-making. Our web site offers advanced
personalization features, downloadable data and graphics and intuitive
navigation and search features which provide clients with the access and
flexibility to accelerate deployment of our ideas and analysis.
TIMELY INSIGHTS INTO CHANGING CONSUMER BEHAVIOR. Our Technographics
Data & Analysis coverage area and several of our bit products provide
primary data, quantitative research and prescriptive advice to help our
clients understand consumers' attitudes, abilities and motivations
regarding the Internet and technology. We annually interview more than
150,000 households in North America and Europe. Our clients use our
Technographics research to assess specific consumer segment behavior,
identify emerging consumer trends and adapt their business strategies
accordingly.
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FORRESTER'S STRATEGY
We seek to maintain and enhance our position as a leading Internet research
firm and to capitalize on the growing demand for our research by:
IDENTIFYING AND DEFINING NEW INTERNET BUSINESS MODELS, TECHNOLOGIES
AND MARKETS. We seek to position ourselves ahead of other research firms
by delivering strategic research and analysis on the impact of the Internet
and other new and emerging technologies on business models and technology
infrastructure. We believe that our research methodology and our creative
culture allow us to identify and analyze rapid shifts in the use of the
Internet and other emerging technologies before these changes appear on the
horizons of most users, vendors and other research firms. Our early
identification of these shifts enables us to offer research and introduce
new products and services that help our clients capitalize on the Internet
and emerging business models.
LEVERAGING ERESEARCH. Our focus on sales of research that is produced
for and delivered on the Internet allows us to provide value to our clients
and increase our revenues. Our business model, eResearch technology
platform and research methodology allow us to increase sales of existing
products and to rapidly introduce new products and services without
incurring significant incremental costs. We intend to continue to use the
Internet to both increase sales of our research and introduce innovative
products.
EXPANDING MULTIPLE SALES CHANNELS. We plan to continue to expand our
direct sales force and to develop new methods to sell directly from our web
site and through new on-line affiliates and intermediaries. We sell our
products and services through our headquarters in Cambridge, Massachusetts,
our European headquarters in Amsterdam, the Netherlands and our office in
London. We are also in the process of opening remote sales offices in New
York, Chicago and San Francisco. Our direct sales force increased 66% from
92 on December 31, 1998 to 153 on December 31, 1999. As we continue to
expand our direct sales force we seek to increase the average sales volume
per sales representative, lengthen the average tenure of our sales
representatives and sales management and shorten our sales cycle through
marketing initiatives. In 1999, we introduced Baseline Research for
Internet Entrepreneurs and the Baseline Affiliates Program to sell our
research to the emerging market for Internet entrepreneurs through our web
site and other affiliate web sites.
GROWING OUR CLIENT BASE WORLDWIDE AND INCREASING SALES TO EXISTING
CLIENTS. We believe that our products and services can continue to be
successfully marketed and sold to new client companies worldwide and to new
organizations within existing client companies. We believe that within our
client base of 1,793 clients, there is ample opportunity to sell additional
products and services. In addition, we intend to continue expanding our
international presence as the growing use of the Internet and the need for
e-business strategies increase the demand for external sources of objective
research.
ATTRACTING AND RETAINING OUTSTANDING RESEARCH PROFESSIONALS. The
knowledge and experience of our analysts are critical elements of our
ability to provide high-quality products and services. Through our on-going
recruiting efforts, we seek to hire outstanding research professionals from
varied backgrounds and a wide range of industries. We believe that our
culture, which emphasizes excellence, cooperation and creativity and
fosters a dedication to quality research, helps us to attract and retain
high-caliber research professionals. We provide a competitive compensation
structure and recognition and rewards for excellent individual and team
performance.
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OPTIMIZING THE USE OF NEW TECHNOLOGY. Our eResearch platform allows
us to conduct, design, sell and deliver our research over the Internet.
Through this platform we can:
- create Internet-based products that we sell on-line;
- create research tools that allow us to perform research on the
Internet;
- conduct direct marketing campaigns;
- improve sales leads fulfillment;
- create links to on-line affiliates; and
- accelerate the production of our research.
We intend to continue to use emerging technologies to improve the reach and
quality of our research.
PRODUCTS AND SERVICES
We offer annually renewable memberships which provide our clients access to
research in the following coverage areas:
- INTERNET COMMERCE. Addresses the challenges of leveraging the Internet
for sales, trade, marketing and content delivery.
- eBUSINESS TECHNOLOGY. Analyzes the strategic and organizational issues
related to developing and managing technology infrastructures, products
and applications.
- TECHNOGRAPHICS DATA & ANALYSIS. Delivers both primary data and
quantitative research based on surveys of over 150,000 North American and
European households analyzed and categorized into relevant market
segments to help organizations capitalize on changing consumer behavior.
In addition, we offer the following products and services:
- BIT PRODUCTS. Consist of research that is collected, analyzed and sold
directly on the Internet.
- ADVISORY SERVICES. Provide our clients with a proactive relationship
with our analysts to develop strategies for specific corporate goals.
- FORUM EVENTS. Provide one or two-day conferences for our clients with
major technology and business leaders devoted to leading technology
issues.
We work with each client to design a portfolio of relevant research lenses,
advisory services and Forum seats to address its specific business objectives.
RESEARCH
Each of our coverage areas -- Internet Commerce, eBusiness Technology and
Technographics Data & Analysis -- includes research lenses that focus on
research relevant to specific business issues and topics. Within each coverage
area we offer three different levels of lenses:
- a Comprehensive lens which contains all of the research within a
particular coverage area;
- Industry/Infrastructure lenses which provide research that is focused
on a specific vertical market or a discrete element of technology
infrastructure; and
- Issue-Specific lenses which address specific research on particular
business or technology topics.
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The following table lists the lenses available within our three coverage
areas:
<TABLE>
<C> <S> <C> <C>
INTERNET eBUSINESS TECHNOGRAPHICS
COMPREHENSIVE COMMERCE TECHNOLOGY DATA & ANALYSIS
LENSES
- ------------------------------------------------------------------------------------------------------------------
INDUSTRY/INFRASTRUCTURE- Business Trade On-line Applications, Technographics
FOCUSED LENSES Development, & Data Consumer Technology
Healthcare Online
Computing, Networks & Technographics Europe
New Media Communications
Technographics Personal Finance
On-line Financial Services IT Leadership
Technographics Retail & Media
On-line Retail
Technographics Travel
Technographics
Young Consumer
- ------------------------------------------------------------------------------------------------------------------
ISSUE-SPECIFIC LENSES Branding & Advertising European Corporate Technographics
On-line Technologies Benchmark Research
Commerce Technology Future of Public Networks
Consumer Technology IT Organizations &
European Internet Commerce Budgets
Future of Customer Service Supply Chain Technology
Future of TV & Entertainment Technology Services
& Outsourcing
Site Design & Management
</TABLE>
Each client that purchases research in the Internet Commerce and eBusiness
Technology coverage areas receives a combination of the following:
- Forrester reports that deliver a concise, forward-looking analysis of a
significant technology topic and
- Forrester briefs that offer succinct, timely examinations of current
industry developments written as events demand.
Clients who purchase Comprehensive lenses receive approximately 100 reports
and 150 briefs; Industry/Infrastructure lens clients receive approximately 50
reports and 75 briefs; and Issue-Specific lens clients receive approximately 20
reports and 40 briefs.
Each client that purchases research in the Technographics Data & Analysis
Coverage Area receives a combination of:
- Forrester reports, PowerPoint presentations, briefs and workshops;
- relevant data sorted through our segmentation model;
- dedicated staff to help apply the quantitative data to specific client
projects; and
- access to a network of leading market research, media measurement and
direct marketing organizations.
Comprehensive lens clients receive 14 reports, Industry/Infrastructure lens
clients receive four reports and Issue-Specific lens clients receive one report.
BIT PRODUCTS
Our bit products consist of research that is collected, analyzed and sold
directly on the Internet. Our bit products allow us to use the Internet as both
an active, real-time, research tool and a direct sales and distribution channel.
We use these products to provide clients with timely information, to collect
data at a low cost and to quickly access new markets that we previously did not
reach with our direct sales channel.
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We currently offer the following bit products:
- THE eBUSINESS VOYAGE -- an on-line tool that allows businesses to assess
their responses to the Internet and Internet technologies using a variety
of metrics and permits them to benchmark their e-business development
strategies against their peers and competitors.
- POWERRANKINGS -- an on-line ranking of business web sites. We create our
PowerRankings using on-line consumer surveys and unbiased expert
analysis. PowerRankings provide objective research to help consumers
choose leading Internet sites in different industries such as brokerage,
toys and apparel and provide e-commerce vendors with an independent
assessment of their efforts in the market.
- BASELINE RESEARCH -- concise packages of research sold directly on our
web site and through a network of affiliated web sites. This research
offers small business executives, independent consultants and developers
access to a limited group of research reports focused on a particular
topic within a research lens.
- INTERNET ADWATCH -- an interactive tracking tool that enables advertisers
and publishers in the United Kingdom to monitor on-line advertising
campaigns and spending. The service records advertising on hundreds of
web sites. We combine this data with advertising rates, traffic
information and submissions from the sites to estimate advertising
spending levels.
- INTERNET USER MONITOR -- an on-line survey of Internet users collected by
placing "pop-up" questionnaires on major commercial web sites in the
United Kingdom. This data is then cross-referenced with face-to-face
consumer interviews to provide data on web users' attitudes and
behaviors. In 1999, the Internet User Monitor surveyed approximately
100,000 users on-line.
ADVISORY SERVICES
Our advisory services provide a number of ways for our clients to interact
directly with our analysts. These services leverage our research expertise to
address clients' long-term planning issues and align our research and insight
with clients' specific goals. Our advisory service programs include:
- Partners Program
- eBusiness Review Program
- Web Site Review Program
- Strategy Workshops
- Speeches
In addition to research lenses, clients purchasing a membership to a Partners
Program or an eBusiness Review Program engage in regular, structured
interactions with our analysts. These interactions may include advisory days
which consist of full day interactions with one or more of our analysts,
advisory calls which consist of two-hour phone conversations with our analysts,
and strategy workshops which allow clients to meet with both peer executives and
Forrester analysts. These clients also are assigned a navigator -- a proactive
research liaison who maintains an understanding of the client's business
objectives.
Clients who join the Web Site Review Program receive targeted,
action-oriented assessments of their corporate web site and its role in their
company's on-line strategies. Our strategy workshops are full day presentations
and interactive exercises that focus on particular business and technology
issues. Recent workshops have included: Building Internet Customer Service,
Making Deals with Portals, The Future of Interactive Media, and Business Trade
and the Impact of New Channel Relationships. In addition, our clients may join
our research inquiry network, a
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call center with a staff dedicated to providing additional information about our
research, methodologies, coverage areas and sources.
FORUM EVENTS
We also host Forum events in various locations throughout the year. These
Forums bring together senior executives for a one or two-day conference to
network with their peers and hear leaders from the technology industry and other
business sectors discuss the impact of technology change on business. We intend
to host the following Forum events in 2000:
<TABLE>
<CAPTION>
UNITED STATES EUROPE
------------- ------
<S> <C>
Business to Business Technology Leadership Forum Executive Strategy Forum
Finance & Technology Forum Retail & Marketing Forum
Retail & Marketing Forum Interactive Channels
Executive Strategy Forum Retail Online
Healthcare Forum Personal Finance Online
Media Online
</TABLE>
PRICING AND CONTRACT SIZE
The prices for contracts that include only research are a function of the
number of lenses purchased and the number of research recipients within the
client organization. The average contract for annual memberships for research
only at December 31, 1999 was approximately $41,700, an increase of 41% from
$29,500 at December 31, 1998. The prices for contracts that include research and
advisory services are also a function of the number of lenses purchased, the
number of research recipients within the client organization and the amount and
type of advisory services. All memberships to our advisory services include
research. The average contract for an annual membership for our level one
Partners Program at December 31, 1999 was approximately $148,800, an increase of
20% from $124,200 at December 31, 1998. The average contract for an annual
membership for our level two Partners Program at December 31, 1999 was
approximately $61,700, an increase of 14% from $53,900 at December 31, 1998.
We believe that the agreement value of contracts to purchase research and
advisory services provides a significant measure of our business volume. We
calculate agreement value as the total revenues recognizable from all research
and advisory service contracts in force at a given time without regard to how
much revenue has already been recognized. Agreement value grew 68% to $115.8
million at December 31, 1999 from $69.1 million at December 31, 1998.
RESEARCH ANALYSTS AND METHODOLOGY
We employ a structured methodology in our research which enables us to
identify and analyze emerging technology trends, markets and audiences and
ensures consistent research quality and recommendations across all research
lenses. Our research provides consistent research themes and comprehensive
coverage of Internet and emerging technology issues across our coverage areas.
Our research process subjects initial ideas to research, analysis and
rigorous validation, and produces conclusions, predictions and recommendations.
In the Internet Commerce and eBusiness Technology coverage areas, we use the
following primary research methods:
- confidential interviews with early adopters of new technology, technology
vendors and users and consumers;
- regular briefings with vendors to review current positions and future
directions; and
- input from clients and third parties gathered during advisory sessions.
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In the Technographics Data & Analysis coverage area, we combine our qualitative
research methodology with traditional survey research methodologies such as
correlations, frequencies, cross-tabulations and multi-variant statistics to
produce research reports, quantitative survey data and data insights. We use a
third-party data vendor for data collection and tabulation.
Our research begins with discussion sessions with analysts where they
generate ideas for research. Analysts test ideas throughout the research report
process at informal and weekly research meetings. Our reports are consistent in
format and we require our analysts to write research reports in a structure that
combines graphics and easy-to-read text to deliver concise, decisive and
objective research to our clients. At the final stage of the research process,
senior analysts meet to test the conclusions of each research report. An analyst
who has not been involved in the creation of a particular report reviews the
report to ensure quality, clarity and readability. All research is reviewed and
graded by senior research management.
SALES AND MARKETING
Our sales force is located primarily at our headquarters in Cambridge,
Massachusetts, our European headquarters in Amsterdam, the Netherlands and our
London office. We have made a substantial investment in our direct sales force
to better serve clients and address additional markets. We employed 153 sales
representatives as of December 31, 1999, an increase of 66% from 92 as of
December 31, 1998. Our direct sales force consists of:
- account managers who are responsible for maintaining and leveraging the
current client base by renewing and selling additional products and
services to existing clients;
- account executives who develop new business in assigned territories;
- regional sales directors who focus on high-level client contact and
service; and
- telesales representatives who operate out of our headquarters in
Cambridge.
We also sell our research products directly on-line through our web site
and through a network of affiliate web sites that are authorized to sell limited
portions of our research on-line. We also use eight local independent sales
representatives to market and sell our products and services internationally in
Argentina, Australia, Brazil, France, Italy, Korea, South Africa and Spain.
Our marketing efforts are designed to increase awareness of the Forrester
brand and further our reputation as a leader in Internet and emerging
technologies research. We actively promote brand awareness through our web site,
Forum events, extensive worldwide press relations, and, direct mail campaigns.
We also employ an integrated direct marketing strategy that uses Internet, mail
and telephone channels for identifying and attracting high-quality sales leads.
We encourage our analysts to increase our visibility by having their research
ideas selectively distributed through various Internet, print and television
outlets.
As of December 31, 1999, our research was delivered to 1,793 client
companies. As of December 31, 1999, our client companies included 18% of the
companies in the annual Global 2500, which we define as the 1,000 largest United
States public companies as listed in Fortune Magazine, the 500 largest private
companies as listed in Forbes Magazine and the 1,000 largest international
companies as listed in The Financial Times. No single client company accounted
for over 2% of our revenues for the year ended December 31, 1999.
COMPETITION
We believe that the principal competitive factors in our industry include
the following:
- independence from vendors and clients;
- quality of research and analysis;
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- timely delivery of information;
- the ability to leverage new technologies;
- the ability to offer products that meet the changing needs of
organizations for research and analysis;
- customer service; and
- price.
We believe that we compete favorably with respect to each of these factors.
We believe that our early focus on eBusiness strategies and the Internet is a
significant competitive advantage. Additionally, we believe that our advanced
eResearch technology platform, our Whole View research approach, and
easy-to-read research format distinguish us from our competitors.
We compete in the market for research on and about the Internet. Our
principal direct competitors include other independent providers of similar
services as well as Internet and digital media measurement services. In
addition, our indirect competitors include the internal planning and marketing
staffs of our current and prospective clients, as well as other information
providers such as electronic and print publishing companies, survey-based
general market research firms and general business consulting firms. Our
indirect competitors could choose to compete directly against us in the future.
In addition, there are relatively few barriers to entry into our market and new
competitors could readily seek to compete against us in one or more market
segments addressed by our research. Increased competition could adversely affect
our operating results through pricing pressure and loss of market share. There
can be no assurance that we will be able to continue to compete successfully
against existing or new competitors.
EMPLOYEES
As of December 31, 1999, we employed a total of 446 persons, including 133
research staff, 212 sales and marketing personnel and 101 operations personnel.
Our culture emphasizes certain key values -- client service, quality and
creativity -- that we believe are critical to our future growth. We promote
these values through rigorous training and frequent recognition for achievement.
We encourage teamwork and promote individuals who foster these values. Each new
employee that we hire undergoes a week-long training process. This training
includes presentations by our executives which focus on our corporate goals and
workshops and provides individuals with the skills necessary to achieve our key
values.
All members of our research staff participate in our incentive compensation
bonus plan. Their performance is measured against individual and team goals to
determine an eligible bonus that is funded by our overall performance against
key business objectives. Individual and team goals include on-time delivery of
high-quality research and advisory services support to clients. In addition,
analysts, research directors and research management are eligible to receive
equity awards under our incentive stock option plan.
All of our direct sales representatives participate in our annual
commission plan. Under this plan, we pay commissions monthly to sales personnel
based upon attainment of net bookings against established quotas. In addition,
all account managers, account executives, regional managers, and regional
directors are eligible to participate in our incentive stock option plan based
on performance.
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings.
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MANAGEMENT
The following table sets forth information about our directors and
executive officers as of February 3, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
George F. Colony....................... 45 Chairman of the Board, President, and Chief
Executive
Richard C. Belanger.................... 35 Chief Technology Officer
Joel Blenner........................... 56 Vice President, World Wide Sales
William M. Bluestein, Ph.D. ........... 42 Vice President, Corporate Strategy and
Development
John W. Boynton........................ 34 Vice President, Business Development
Stanley Dolberg........................ 49 Vice President, Research
Emily Nagle Green...................... 42 Managing Director, Forrester Research B.V.
Mary A. Modahl......................... 37 Vice President, Research
Timothy M. Riley....................... 48 Vice President, Strategic Growth
Susan M. Whirty........................ 42 Chief Financial Officer, Vice President,
Operations and General Counsel
Henk W. Broeders....................... 47 Director
Robert M. Galford...................... 46 Director
George R. Hornig....................... 45 Director
Michael H. Welles...................... 45 Director
</TABLE>
------------------------
GEORGE F. COLONY, Forrester's founder, has served as President and Chief
Executive Officer since its inception in July 1983.
RICHARD C. BELANGER became Forrester's Chief Technology Officer in May
1998. Prior to joining Forrester, from 1996 to 1998, Mr. Belanger served as Vice
President of Interactive Media and Vice President of Technology for Mainspring
Communications, an Internet strategy research consulting firm. He was Vice
President of Technology at Information Access Company, an on-line information
provider, from 1995 to 1996, and Vice President of Information Services at
Information Access Center, formerly Ziff-Davis Technical Information Company,
from 1992 to 1995.
JOEL BLENNER became Forrester's Vice President, World Wide Sales in April
1999. Prior to joining Forrester, Mr. Blenner was Vice President of Sales at
MicroTouch Systems, a supplier of touch and pen sensitive input screens, from
1996 to 1999 and Vice President of North American Sales at Corporate Software, a
reseller of software and services for personal computers, from 1989 to 1992.
WILLIAM M. BLUESTEIN, Ph.D., currently serves as Vice President, Corporate
Strategy and Development. He was previously Forrester's Group Director, New
Media Research from 1995 to 1997, Director and Senior Analyst with Forrester's
People & Technology Strategies from 1994 to 1995 and Director and Senior Analyst
with Forrester's Computing Strategies from 1990 to 1993.
JOHN W. BOYNTON currently serves as Vice President, Business Development.
He was Director, Business Development in 1997. Prior to joining Forrester, Mr.
Boynton was a Senior Associate with Mercer Management Consulting, a global
strategy consulting firm from 1995 to 1997, and Co-founder and President of
CompTek International, Inc., a networking and telecommunications products and
services distributor based in the former Soviet Union, from 1990 to 1995.
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STANLEY DOLBERG currently serves as Forrester's Vice President, Research.
Mr. Dolberg was previously our Group Director for the business-to-business
strategy research group and Director of Commerce Technology Strategies from 1998
to 1999. He was also the Director of Software from 1996 to 1998 and a Senior
Analyst for the Software Team from 1995 to 1996.
EMILY NAGLE GREEN became Forrester's Managing Director, Forrester Research
B.V. in January 1998. She was previously Director, People & Technology
Strategies, from 1996 to 1998. Prior to joining Forrester, Ms. Green was Vice
President of Marketing and Sales at Point of View, Inc., a video technology
training firm, from 1994 to 1995, and Vice President of Strategic Marketing for
ADC Fibermux, a computer networking hardware manufacturer, from 1991 to 1994.
MARY A. MODAHL currently serves as Vice President, Research. She was
previously Vice President, New Media Research from 1997 to 1998, Group Director,
New Media Research, from 1995 to 1997, Director and Senior Analyst with
Forrester's People & Technology Strategies from 1994 to 1995 and Senior Analyst
with Forrester's Computing Strategies from 1993 to 1994.
TIMOTHY M. RILEY became Forrester's Vice President, Strategic Growth in
1997. Prior to joining Forrester, Mr. Riley served as the Vice President of
Human Resources at Renaissance Solutions, a strategy and knowledge management
consulting firm, from 1993 to 1997. Mr. Riley served as Director of Human
Resources at Bolt Beranek and Newman, a technology research and development
company, from 1987 to 1993.
SUSAN M. WHIRTY, Esq. is currently Chief Financial Officer, Vice President,
Operations, and General Counsel. Ms. Whirty has served as Forrester's Chief
Financial Officer since May 1998. She was previously Vice President, Operations
and General Counsel from 1997 to 1998, and Director, Operations and General
Counsel from 1993 to 1997.
HENK W. BROEDERS became a director of Forrester in May 1998 when he was
elected at last year's Annual Meeting. Mr. Broeders is currently an Executive
Director of Cap Gemini N.V., a management consulting firm located in the
Netherlands. From 1992 to 1998, Mr. Broeders was General Manager of IQUIP
Informatica B.V., a software company in the Netherlands.
ROBERT M. GALFORD became a director of Forrester in November 1996. Mr.
Galford is currently the Executive Vice President and Chief People Officer at
Digitas, Inc., an Internet professional services firm. From 1994 to 1999 he
consulted to professional services firms and taught in the Executive Programs at
the Kellogg School of Management at Northwestern University and Columbia
University's Graduate School of Business. Before joining Columbia's Executive
Programs, he taught at Boston University from 1993 to 1994. Prior to his work in
executive education, Mr. Galford was Vice President of the MAC Group from 1986
to 1991 and its successor firm, Gemini Consulting, from 1991 to 1994.
GEORGE R. HORNIG became a director of Forrester in November 1996. Mr.
Hornig is currently Managing Director at Credit Suisse First Boston, an
investment banking firm. He was an Executive Vice President of Deutsche Bank
Americas Holding Corporation, a diversified financial services holding company,
and several of its affiliated entities, from 1993 to 1998. He is also Director
of Unity Mutual Life Insurance Company, SL Industries, Inc. and U.S. Timberlands
Company, L.P.
MICHAEL H. WELLES became a director of Forrester in November 1996. Mr.
Welles has been Vice President of News Operations for NewsEdge Corporation since
February 1998. He previously served as Vice President of Engineering at
Individual, Inc. from May 1997 to February 1998, General Manager, Next
Generation Products for Lotus Development Corporation from 1994 to 1997 and
General Manager of Lotus Improv development team from 1991 to 1994.
28
<PAGE> 32
SELLING STOCKHOLDERS
The following table sets forth information about the beneficial ownership
of our common stock by each of the selling stockholders as of February 3, 2000.
Each of the selling stockholders is an employee or director of Forrester. The
"Options" columns reflect shares of our common stock subject to options
currently exercisable or exercisable within 60 days after February 3, 2000,
which are deemed to be outstanding for the purpose of computing the percentage
of ownership of the person holding the options, but are not deemed to be
outstanding for computing the percentage of ownership of any other person.
Each of the stockholders has sole voting and investment power over the
shares of common stock shown as beneficially owned. The address for Mr. Colony
is c/o Forrester Research, Inc., 400 Technology Square, Cambridge, Massachusetts
02139.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE THE OFFERING OWNED AFTER THE OFFERING
------------------------------ -----------------------------
NUMBER NUMBER OF PERCENT OF NUMBER
SELLING -------------------- SHARES BEING HOLDINGS BEING -------------------
STOCKHOLDER SHARES OPTIONS PERCENT OFFERED OFFERED(1) SHARES OPTIONS PERCENT
----------- ---------- ------- ------- ------------ -------------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George F. Colony(2).......... 11,381,646 12,000 58.43% 2,000,000 17.55% 9,164,448 12,000 46.01%
Neil Bradford................ 401,704 0 2.06% 80,000 17.08% 321,704 0 1.61%
William Reeve................ 401,704 0 2.06% 70,000 14.95% 331,704 0 1.66%
Mary A. Modahl............... 66,610 210,652 1.41% 100,000 18.26% 66,610 110,652 *
William M. Bluestein Ph.D.... 39,870 210,292 1.27% 100,000 19.21% 17,068 133,094 *
Susan M. Whirty.............. 2,870 130,546 * 40,000 10.60% 2,870 90,546 *
Emily Nagle Green............ 7,000 83,360 * 40,000 14.51% 0 50,360 *
Robert Dowson................ 0 89,258 * 22,000 14.11% 0 67,258 *
Joel Blenner................. 0 75,066 * 75,000 35.99% 0 66 *
John W. Boynton.............. 11,436 44,032 * 4,000 3.26% 11,436 40,032 *
Stanley Dolberg.............. 0 52,640 * 40,000 14.35% 0 12,640 *
Timothy M. Riley............. 0 44,272 * 40,000 22.05% 0 4,272 *
Richard C. Belanger.......... 0 26,012 * 24,000 11.44% 0 2,012 *
Robert M. Galford............ 2,400 11,998 * 8,000 26.32% 2,400 3,998 *
</TABLE>
- ---------------
* Less than 1%.
(1) These percentages are calculated using all shares and options, whether or
not exercisable within 60 days after February 3, 2000, held by the selling
stockholder.
(2) Includes 790 shares held by Mr. Colony's wife as to which he disclaims
beneficial ownership. Shares beneficially owned by Mr. Colony before the
offering includes 696,553 shares which are subject to options granted by Mr.
Colony to six key employees. Mr. Colony's percentage of holdings being
offered and shares beneficially owned after the offering assume that options
for 217,198 of these shares have been exercised.
29
<PAGE> 33
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 125,000,000 shares of common
stock, par value $.01 per share, and 500,000 shares of preferred stock, par
value $.01 per share. As of December 31, 1999, 19,408,064 shares of our common
stock were issued and outstanding and no shares of preferred stock were
outstanding. The number of authorized shares gives effect to an amendment to our
certificate of incorporation to increase the number of authorized common shares
to 125,000,000 expected to be effective on or about February 7, 2000 and the
number of outstanding shares has been adjusted to reflect the two-for-one stock
split to be effected as a 100% stock dividend, expected to be distributed on or
about February 7, 2000 to stockholders of record on January 31, 2000.
The following summary of our securities and provisions of our certificate
of incorporation and our bylaws is not intended to be complete and is qualified
by reference to the provisions of applicable law and to our certificate of
incorporation and bylaws.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders, including the
election of directors. They do not have cumulative voting rights. Subject to
preferences that may be applicable to any outstanding series of preferred stock,
holders of our common stock are entitled to share ratably in any dividends that
may be declared by the board of directors out of legally available funds
therefor. Upon any liquidation, dissolution or winding up of Forrester, the
holders of common stock will be entitled to share ratably in the net assets
legally available for distribution to shareholders, in each case after payment
of all of our liabilities and subject to preferences that may be applicable to
any series of preferred stock then outstanding. Holders of common stock have no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. The
outstanding shares of common stock are, and the shares to be issued by us in the
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock are subject to the
rights of the holders of shares of any series of preferred stock that we may
designate and issue in the future.
PREFERRED STOCK
Our board of directors has the authority, without further action by the
stockholders, to issue from time to time, shares of preferred stock in one or
more series. The board of directors may fix the number of shares, designations,
preferences, powers and other special rights of the preferred stock. The
preferences, powers, rights and restrictions of different series of preferred
stock may differ. The issuance of preferred stock could decrease the amount of
earnings and assets available for distribution to holders of common stock or
affect adversely the rights and powers, including voting rights, of the holders
of common stock. The issuance may also have the effect of discouraging, delaying
or preventing a change in control of Forrester, regardless of whether the
transaction may be beneficial to stockholders. We have no current plans to issue
any shares of preferred stock.
REGISTRATION RIGHTS
We have entered into a registration rights agreement with Mr. Colony. Under
this agreement, Mr. Colony is entitled to include shares of Forrester that he
holds in any registration of shares by us for our own account or for the account
of another person, subject to certain exceptions. Mr. Colony may also require us
to register shares that he holds having a fair market value of at least $5
million pursuant to this agreement, except that we are not required to effect
such registration more than twice or at certain times described in the
agreement. We are required to pay all expenses incurred in connection with any
such registration. We have also entered into a
30
<PAGE> 34
registration rights agreement with Neil Bradford and William Reeve in connection
with our acquisition of Fletcher Research Limited which requires us to register
a portion of their shares of common stock and to keep this registration
statement effective until November 2000. After the offering and the expiration
of the lock-up agreement with the underwriters, 50,852 shares of common stock
held by them will be eligible for resale under this registration statement.
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
Section 203 of the General Corporation Law of Delaware, an antitakeover law
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A "business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to some
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock. Our certificate of incorporation provides that
we are not subject to the provisions of Section 203.
Our certificate of incorporation and bylaws provide for the division of our
board of directors into three classes as nearly equal in size as possible with
staggered three-year terms. In addition, our certificate of incorporation and
bylaws provide that directors may be removed only for cause by the affirmative
vote of the holders of two-thirds of the shares of our capital stock entitled to
vote. Under our certificate of incorporation and bylaws, any vacancy on the
board of directors, however occurring, including a vacancy resulting from an
enlargement of the board, may only be filled by vote of a majority of the
directors then in office. The classification of our board of directors and the
limitations on the removal of directors and filling of vacancies could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, control of Forrester.
Our certificate of incorporation and bylaws also provide that any action
required or permitted to be taken by our stockholders at an annual meeting or
special meeting of stockholders may only be taken if it is properly brought
before such meeting and may not be taken by written action in lieu of a meeting.
Our certificate of incorporation and bylaws further provide that special
meetings of the stockholders may only be called by the chairman of the board of
directors, the chief executive officer or, if none, the president or by the
board of directors. Under our bylaws, in order for any matter to be considered
"properly brought" before a meeting, a stockholder must comply with requirements
regarding advance notice to us. The foregoing provisions could have the effect
of delaying until the next stockholders' meeting stockholder actions which are
favored by the holders of a majority of our outstanding voting securities. These
provisions may also discourage another person from making a tender offer for our
common stock, because even if such person acquired a majority of our outstanding
voting securities it would be able to take action as a stockholder, such as
electing new directors or approving a merger, only at a duly called
stockholders' meeting, and not by written consent.
Our certificate of incorporation and bylaws require the affirmative vote of
the holders of at least 75% of the shares of our capital stock issued and
outstanding and entitled to vote to amend or repeal any of the provisions
described in the prior two paragraphs.
LIMITATION OF LIABILITY
Our certificate of incorporation contains provisions:
- eliminating a director's liability to us or our stockholders for monetary
damages for a breach of fiduciary duty, except in circumstances involving
certain wrongful acts, such as the breach of a director's duty of loyalty
or acts or omissions which involve intentional misconduct or a knowing
violation of law; and
31
<PAGE> 35
- obligating us to indemnify our officers and directors to the fullest
extent permitted by the General Corporation Law of Delaware.
We believe that these provisions will assist us in attracting and retaining
qualified individuals to serve as directors.
STOCK TRANSFER AGENT
The transfer agent and registrar for our common stock is Boston EquiServe,
LP.
32
<PAGE> 36
UNDERWRITING
Forrester, the selling stockholders and the underwriters for the offering
named below have entered into an underwriting agreement with respect to the
shares being offered. Subject to certain conditions, each underwriter has
severally agreed to purchase the number of shares indicated in the following
table. Goldman, Sachs & Co., Adams, Harkness & Hill, Inc., Thomas Weisel
Partners LLC, FAC/Equities, a division of First Albany Corporation and William
Blair & Company, L.L.C. are the representatives of the underwriters.
<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
------------ ----------------
<S> <C>
Goldman, Sachs & Co. .......................................
Adams, Harkness & Hill, Inc.................................
Thomas Weisel Partners LLC..................................
FAC/Equities, a division of First Albany Corporation........
William Blair & Company, L.L.C. ............................
----------
Total.................................................. 2,843,000
</TABLE>
------------------------
If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional 426,450
shares from Forrester to cover such sales. They may exercise that option for 30
days. If any shares are purchased under this option, the underwriters will
severally purchase shares in approximately the same proportion as set forth in
the table above.
The following tables show the per share and total underwriting discounts
and commissions to be paid to the underwriters by Forrester and the selling
stockholders. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase additional shares.
<TABLE>
<CAPTION>
PAID BY FORRESTER
-----------------------------
NO EXERCISE FULL EXERCISE
----------- -------------
<S> <C> <C>
Per Share................................................ $ $
Total.................................................... $ $
</TABLE>
<TABLE>
<CAPTION>
PAID BY THE SELLING
STOCKHOLDERS
-----------------------------
NO EXERCISE FULL EXERCISE
----------- -------------
<S> <C> <C>
Per Share................................................ $ $
Total.................................................... $ $
</TABLE>
Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial price to public. Any such securities
dealers may resell any shares purchased from the underwriters to certain other
brokers or dealers at a discount of up to $ per share from the initial price
to public. If all the shares are not sold at the initial price to public, the
representatives may change the offering price and the other selling terms.
Forrester, its directors and executive officers and the selling
stockholders have agreed with the underwriters not to dispose of or hedge any of
their common stock or securities convertible into or exchangeable for shares of
common stock during the period from the date of this prospectus continuing
through the date 90 days after the date of this prospectus, except with the
prior written consent of Goldman, Sachs & Co. This agreement does not apply to
any sales by Forrester under its existing employee benefit plans.
Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners has been named as a lead or co-manager on 110 filed
public offerings of equity
33
<PAGE> 37
securities, of which 79 have been completed, and has acted as a syndicate member
in an additional 54 public offerings of equity securities. Thomas Weisel
Partners does not have any material relationship with us or any of our officers,
directors or other controlling persons, except with respect to its contractual
relationship with us pursuant to the underwriting agreement entered into in
connection with this offering.
In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of the common stock while the offering
is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.
As permitted by Rule 103 under the Exchange Act, certain underwriters and
selling group members, if any, may act as "passive market makers" in the common
stock which means they may make bids for or purchases of common stock in the
Nasdaq National Market until a stabilizing bid has been made. Rule 103 generally
provides:
- a passive market maker's net daily purchases of the common stock may not
exceed 30% of its average daily trading volume in such securities for the
two full consecutive calendar months, or any 60 consecutive days ending
within the 10 days, immediately preceding the filing date of the
registration statement of which this prospectus forms a part;
- a passive market maker may not effect transactions or display bids for
the common stock at a price that exceeds the highest independent bid for
the common stock by persons who are not passive market makers; and
- bids made by passive market makers must be identified as such.
Forrester estimates that the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $450,000.
Forrester and the selling stockholders have agreed to indemnify the several
underwriters against some liabilities, including liabilities under the
Securities Act of 1933.
34
<PAGE> 38
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC after the date we first filed the registration statement
of which this prospectus is a part under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998 as filed with the SEC on March 31, 1999;
2. Our Quarterly Report on Form 10-Q for the quarters ended September 30,
1999, June 30, 1999 and March 31, 1999 as filed with the SEC on November
12, 1999, August 16, 1999 and May 13, 1999;
3. Our Current Report on Form 8-K as filed with the SEC on November 30,
1999; and
4. Our Registration Statement on Form 8-A as filed with the SEC on November
15, 1996.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
Attention: General Counsel
(617) 497-7090
This prospectus is part of a registration statement that we have filed with
the SEC. You should rely only on the information or representations provided in
this prospectus. We have not authorized nor have any of the selling stockholders
authorized anyone to provide you with different information. The selling
stockholders are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
VALIDITY OF COMMON STOCK
Ropes & Gray, Boston, Massachusetts, is giving us its opinion on the
validity of the shares being offered. Legal matters will be passed upon for the
underwriters by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The audited financial statements included and incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein upon the authority of said
firm as experts in giving said report.
35
<PAGE> 39
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................... F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Income........................... F-4
Consolidated Statements of Stockholders' Equity and
Comprehensive Income...................................... F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>
F-1
<PAGE> 40
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of
Forrester Research, Inc.:
We have audited the accompanying consolidated balance sheets of Forrester
Research, Inc. (a Delaware corporation) and subsidiaries as of December 31, 1998
and 1999 and the related consolidated statements of income, stockholders' equity
and comprehensive income and cash flows for each of the three years in the
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Forrester Research, Inc. and
subsidiaries as of December 31, 1998 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 28, 2000
F-2
<PAGE> 41
FORRESTER RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1999
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 10,414 $ 13,445
Marketable securities..................................... 56,070 85,342
Accounts receivable, net of allowance for doubtful
accounts of approximately $400 and $580 in 1998 and
1999, respectively..................................... 21,158 36,988
Deferred commissions...................................... 2,124 4,850
Prepaid income taxes...................................... 334 1,187
Prepaid expenses and other current assets................. 2,605 4,142
-------- --------
Total current assets.............................. 92,705 145,954
-------- --------
PROPERTY AND EQUIPMENT, AT COST:
Computers and equipment................................... 5,707 9,165
Computer software......................................... 2,766 2,701
Furniture and fixtures.................................... 1,249 5,348
Leasehold improvements.................................... 2,917 1,903
-------- --------
Total property and equipment...................... 12,639 19,117
Less -- accumulated depreciation and amortization......... 4,826 7,498
-------- --------
Property and equipment, net....................... 7,813 11,619
-------- --------
OTHER ASSETS................................................ -- 1,820
-------- --------
Total assets...................................... $100,518 $159,393
======== ========
CURRENT LIABILITIES:
Accounts payable.......................................... $ 1,434 $ 2,702
Customer deposits......................................... 264 716
Accrued expenses.......................................... 5,051 9,447
Accrued income taxes...................................... 933 617
Deferred revenue.......................................... 38,894 66,233
Deferred income taxes..................................... 409 873
-------- --------
Total current liabilities 46,985 80,588
-------- --------
COMMITMENTS (NOTE 6)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value
Authorized -- 500,000 shares
Issued and outstanding -- none......................... -- --
Common stock, $.01 par value
Authorized -- 125,000,000 shares
Issued and outstanding -- 17,308,350 and 19,408,064
shares in 1998 and 1999, respectively................. 173 194
Additional paid-in capital................................ 39,548 54,771
Retained earnings......................................... 13,494 24,434
Accumulated other comprehensive income (loss)............. 318 (594)
-------- --------
Total stockholders' equity........................ 53,533 78,805
-------- --------
Total liabilities and stockholders' equity........ $100,518 $159,393
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 42
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1997 1998 1999
------- ------- -------
<S> <C> <C> <C>
REVENUES:
Core research............................................. $30,431 $46,842 $64,697
Advisory services and other............................... 9,990 14,725 22,571
------- ------- -------
Total revenues.................................... 40,421 61,567 87,268
------- ------- -------
OPERATING EXPENSES:
Cost of services and fulfillment.......................... 13,698 22,038 27,715
Selling and marketing..................................... 14,248 20,896 31,131
General and administrative................................ 4,500 6,688 9,865
Depreciation and amortization............................. 1,209 2,763 4,003
Costs related to acquisition (Note 2)..................... -- -- 694
------- ------- -------
Total operating expenses.......................... 33,655 52,385 73,408
------- ------- -------
Income from operations............................ 6,766 9,182 13,860
Other income, net........................................... 2,515 2,957 3,710
------- ------- -------
Income before income tax provision................ 9,281 12,139 17,570
Income tax provision........................................ 3,683 4,592 6,589
------- ------- -------
Net income........................................ $ 5,598 $ 7,547 $10,981
======= ======= =======
Basic net income per common share........................... $ 0.34 $ 0.44 $ 0.61
======= ======= =======
Diluted net income per common share......................... $ 0.32 $ 0.40 $ 0.55
======= ======= =======
Basic weighted average common shares outstanding............ 16,679 17,041 18,028
======= ======= =======
Diluted weighted average common shares outstanding.......... 17,703 18,744 20,067
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 43
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
-------------------- ADDITIONAL OTHER TOTAL
NUMBER OF $.01 PAR PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS' COMPREHENSIVE
SHARES VALUE CAPITAL EARNINGS INCOME (LOSS) EQUITY INCOME
--------- -------- ---------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996...... 16,600 166 33,188 349 59 33,762
Issuance of common stock under
stock option plans,
including tax benefit....... 140 2 848 -- -- 850
Issuance of common stock under
employee stock purchase
plan........................ 44 -- 293 -- -- 293
Net income.................... -- -- -- 5,598 -- 5,598 $ 5,598
Unrealized gain on marketable
securities, net of tax
provision................... -- -- -- -- 2 2 2
------ ---- ------- ------- ----- ------- -------
Total comprehensive
income................ $ 5,600
=======
Balance, December 31, 1997...... 16,784 168 34,329 5,947 61 40,505
Issuance of common stock under
stock option plans,
including tax benefit....... 457 4 4,562 -- -- 4,566
Issuance of common stock under
employee stock purchase
plan........................ 67 1 657 -- -- 658
Net income.................... -- -- -- 7,547 -- 7,547 $ 7,547
Unrealized gain on marketable
securities, net of tax
provision................... -- -- -- -- 89 89 89
Cumulative translation
adjustment.................. -- -- -- -- 168 168 168
------ ---- ------- ------- ----- ------- -------
Total comprehensive
income................ $ 7,804
=======
Balance, December 31, 1998...... 17,308 173 39,548 13,494 318 53,533
Issuance of common stock
related to acquisition (Note
2).......................... 804 8 -- (41) -- (33)
Issuance of common stock under
stock option plans,
including tax benefit....... 1,184 12 13,846 -- -- 13,858
Issuance of common stock under
employee stock purchase
plan........................ 112 1 1,377 -- -- 1,378
Net income.................... -- -- -- 10,981 -- 10,981 $10,981
Unrealized loss on marketable
securities.................. -- -- -- -- (563) (563) (563)
Cumulative translation
adjustment.................. -- -- -- -- (349) (349) (349)
------ ---- ------- ------- ----- ------- -------
Total comprehensive
income................ $10,069
=======
Balance, December 31, 1999...... 19,408 $194 $54,771 $24,434 $(594) $78,805
====== ==== ======= ======= ===== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE> 44
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $5,598 $ 7,547 $ 10,981
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization................... 1,209 2,763 4,003
Loss on disposals of property and equipment..... -- -- 105
Deferred income taxes........................... (315) 288 464
Accretion of discount on marketable
securities.................................... (474) (55) (50)
Changes in assets and liabilities --
Accounts receivable........................... (3,092) (9,965) (15,036)
Deferred commissions.......................... (27) (756) (2,726)
Prepaid income taxes.......................... (520) 186 (853)
Prepaid expenses and other current assets..... (823) (1,415) (1,610)
Accounts payable.............................. 73 171 1,103
Customer deposits............................. 139 (15) 452
Accrued expenses.............................. 460 1,400 3,875
Accrued income taxes.......................... 798 2,341 4,716
Deferred revenue.............................. 9,258 11,820 26,521
--------- --------- ---------
Net cash provided by operating
activities............................... 12,284 14,310 31,945
--------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment................ (3,226) (6,087) (8,892)
Proceeds related to disposals of property and
equipment....................................... -- -- 1,056
Cash acquired in acquisition....................... -- -- 355
Purchase of non-marketable investment.............. -- -- (1,000)
Increase in other assets........................... -- -- (835)
Purchases of marketable securities................. (365,872) (313,236) (466,628)
Proceeds from sales and maturities of marketable
securities...................................... 329,433 304,482 436,843
--------- --------- ---------
Net cash used in investing activities......... (39,665) (14,841) (39,101)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock under stock
option plans and employee stock purchase plan... 741 3,193 10,192
--------- --------- ---------
Net cash provided by financing activities..... 741 3,193 10,192
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents........................................ -- 10 (5)
--------- --------- ---------
Net (decrease) increase in cash and cash
equivalents........................................ (26,640) 2,672 3,031
Cash and cash equivalents, beginning of year......... 34,382 7,742 10,414
--------- --------- ---------
Cash and cash equivalents, end of year............... $ 7,742 $ 10,414 $ 13,445
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for income taxes......................... $ 3,720 $ 1,117 $ 2,217
========= ========= =========
Supplemental disclosure of noncash financing
activities:
Increase in additional paid-in capital and decrease
in accrued income taxes related to the tax
benefit on the exercises of incentive and
nonqualified stock options...................... $ 402 $ 2,031 $ 5,044
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE> 45
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Forrester Research, Inc. (the Company) is a leading independent Internet
research firm that conducts research and analysis on the impact of the Internet
and emerging technologies on business strategy, consumer behavior and society.
The Company is incorporated under the laws of the State of Delaware and grants
credit to its customers with locations throughout the world.
The accompanying consolidated financial statements reflect the application
of certain significant accounting policies as described below and elsewhere in
the accompanying financial statements and notes.
PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany balances have
been eliminated in consolidation.
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
REVENUE RECOGNITION
The Company generally invoices its core research, advisory and other
services when an order is received. The gross amount is recorded as accounts
receivable and deferred revenue when the client is obligated to pay the invoice.
Core research, which represents the distribution of research reports as well as
data research, is recorded as revenue ratably over the term of the agreement.
Advisory and other services are recognized during the period in which the
services are performed.
DEFERRED COMMISSIONS
Commissions incurred in acquiring new or renewal contracts are deferred and
charged to operations as the related revenue is recognized. The Company
evaluates the recoverability of deferred commissions at each balance sheet date.
NET INCOME PER COMMON SHARE
Basic net income per common share is computed by dividing net income by the
basic weighted average number of common shares outstanding during the period.
Diluted net income per common share is computed by dividing net income by the
diluted weighted average number of common and common equivalent shares
outstanding during the period. The weighted average number of common equivalent
shares outstanding has been determined in accordance with the treasury-stock
method. Common stock equivalents consist of common stock issuable upon the
exercise of outstanding stock options.
F-7
<PAGE> 46
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Basic and diluted weighted average common shares are as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Basic weighted average common shares
outstanding.................................... 16,679 17,041 18,028
Weighted average common equivalent shares........ 1,024 1,703 2,039
------ ------ ------
Diluted weighted average common shares
outstanding.................................... 17,703 18,744 20,067
====== ====== ======
</TABLE>
As of December 31, 1997, 1998 and 1999, 222,172, 879,780 and 672,000
options, respectively, were outstanding but not included in the diluted weighted
average common share calculation as the effect would have been anti-dilutive.
DEPRECIATION AND AMORTIZATION
The Company provides for depreciation and amortization, computed using the
straight-line method, by charges to income in amounts that allocate the costs of
these assets over their estimated useful lives as follows:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE
-------------
<S> <C>
Computers and equipment.................................... 3 to 5 Years
Computer software.......................................... 3 Years
Furniture and fixtures..................................... 7 Years
Leasehold improvements..................................... Life of lease
</TABLE>
PRODUCT DEVELOPMENT
All costs associated with the development of new products and services are
expensed as incurred.
CONCENTRATION OF CREDIT RISK
Statement of Financial Accounting Standards (SFAS) No. 105, Disclosure of
Information About Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk, requires disclosure of
any significant off-balance-sheet and credit risk concentrations. The Company
has no significant off-balance sheet concentration of credit risk such as
foreign exchange contracts, option contracts or other foreign hedging
arrangements. Financial instruments that potentially subject the Company to
concentrations of credit risk are principally cash equivalents, marketable
securities and accounts receivable. The Company places its investments in highly
rated institutions. No single customer accounted for greater than 10% of
revenues or accounts receivable in any of the periods presented.
FINANCIAL INSTRUMENTS
SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
requires disclosure about the fair value of financial instruments. Financial
instruments consist of cash equivalents, marketable securities, accounts
receivable and accounts payable. The estimated fair value of these financial
instruments approximates their carrying value. The fair market value of
marketable securities is based on market quotes. The Company's cash equivalents
and marketable securities
F-8
<PAGE> 47
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
are generally investment grade corporate bonds and obligations of the federal
government or municipal issuers.
FOREIGN CURRENCY
The functional currency of the Company's wholly owned subsidiaries in the
United Kingdom and the Netherlands are the local currency. The financial
statements of the subsidiaries are translated to United States dollars using
period-end exchange rates for assets and liabilities and average exchange rates
during the corresponding period for revenues and expenses. Translation gains and
losses as a result of this translation are accumulated as a component of
accumulated other comprehensive income (loss). Net gains and losses resulting
from foreign exchange transactions are included in the consolidated statements
of operations and were not significant during the periods presented.
COMPREHENSIVE INCOME
SFAS No. 130, Reporting Comprehensive Income, requires disclosure of the
components of comprehensive income, which is defined as the change in equity of
a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. Comprehensive income is disclosed in the
accompanying statements of stockholders' equity and comprehensive income. The
components of accumulated other comprehensive income as of December 31, 1998 and
1999 are as follows (in thousands):
<TABLE>
<CAPTION>
1998 1999
---- -----
<S> <C> <C>
Unrealized gain (loss) on marketable securities, net of
taxes..................................................... $150 $(413)
Cumulative translation adjustment........................... 168 (181)
---- -----
Total accumulated other comprehensive income (loss)......... $318 $(594)
==== =====
</TABLE>
CAPITALIZED SOFTWARE COSTS
In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. SOP No. 98-1 requires
certain computer software costs associated with internal-use software to be
expensed as incurred until certain capitalization criteria are met. The Company
adopted SOP No. 98-1 beginning January 1, 1999. SOP No. 98-1 had no effect upon
adoption. The net book value of capitalized internal use software costs at
December 31, 1998 and 1999 was approximately $1,920,000 and $3,420,000,
respectively.
ORGANIZATIONAL COSTS
In April 1998, the AICPA issued SOP No. 98-5, Reporting on the Costs of
Start-Up Activities which requires that all nongovernmental entities expense the
costs of start-up activities, including organizational costs, as those costs are
incurred. The Company has historically recorded all such costs as expenses in
the period incurred.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.
133 is effective for all periods beginning after June 15, 2000 and establishes
methods of accounting for derivative financial instruments and hedging
activities related to those instruments as well as other hedging
F-9
<PAGE> 48
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
activities. Adoption of SFAS No. 133 is not expected to have a material impact
on the Company's consolidated financial position or results of operations.
(2) ACQUISITION
On November 15, 1999, the Company acquired 100% of the outstanding shares
of Fletcher Research Limited (Fletcher). The transaction has been accounted for
as a pooling of interests. However, Fletcher's historical financial position and
results of operations were not material to the Company's financial position and
results of operations. Accordingly, the historical financial statements of the
Company have not been restated. The Company incurred approximately $694,000 of
various costs including legal, accounting, investment banking, printing, filing
and other fees and expenses related to this transaction, which has been
separately stated in the accompanying consolidated statement of income for the
year ended December 31, 1999.
(3) CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
The Company considers all short-term, highly liquid investments with
maturities of 90 days or less from the original date of purchase to be cash
equivalents.
The Company accounts for investments in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. Under SFAS No.
115, securities purchased in order to be held for indefinite periods of time and
not intended at the time of purchase to be held until maturity are classified as
available-for-sale securities. At December 31, 1998 and 1999, these securities
consisted of investments in federal and state government obligations and
corporate obligations, which were recorded at fair market value, with any
unrealized gains and losses reported as a separate component of other
accumulated comprehensive income (loss). There were no held-to-maturity or
trading securities at December 31, 1998 and 1999.
At December 31, 1998 and 1999, marketable securities consisted of the
following (in thousands):
<TABLE>
<CAPTION>
1998 1999
------- -------
<S> <C> <C>
U.S. Treasury notes...................................... $ 3,560 $ 7,911
Federal agency obligations............................... 15,126 13,531
State and municipal bonds................................ 12,336 19,415
Corporate obligations.................................... 25,048 44,485
------- -------
$56,070 $85,342
======= =======
</TABLE>
The following table summarizes the maturity periods of marketable
securities as of December 31, 1999:
<TABLE>
<CAPTION>
LESS THAN 1 TO 5
1 YEAR YEARS TOTAL
--------- ------- -------
<S> <C> <C> <C>
U.S. Treasury notes.......................... $ 999 $ 6,912 $ 7,911
Federal agency obligations................... 1,500 12,031 13,531
State and municipal bonds.................... 1,509 17,906 19,415
Corporate obligations........................ 42,478 2,007 44,485
------- ------- -------
$46,486 $38,856 $85,342
======= ======= =======
</TABLE>
F-10
<PAGE> 49
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Gross realized gains and losses on sales of marketable securities for the
years ended December 31, 1998 and 1999, which were calculated based on specific
identification, were not material.
(4) INVESTMENT IN GREENFIELD ONLINE
In May 1999, the Company invested $1.0 million in a holding company that is
the majority shareholder of Greenfield Online, Inc., an Internet-based marketing
research firm. As a result of this investment, the Company effectively owns
approximately a 3.4% interest in Greenfield Online, Inc. This investment is
being accounted for using the cost method and, accordingly, is being valued at
cost unless a permanent impairment in its value occurs or the investment is
liquidated. As of December 31, 1999, the Company has determined that a permanent
impairment has not occurred. During the year ended December 31, 1999, the
Company charged approximately $220,000 to cost of services and fulfillment
related to services provided by Greenfield Online.
(5) INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 prescribes an asset and liability
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the
financial statement carrying amounts and the tax basis of assets and
liabilities.
Income before income tax provision consists of the following (in
thousands):
<TABLE>
<CAPTION>
1997 1998 1999
------ ------- -------
<S> <C> <C> <C>
Domestic........................................... $9,281 $12,239 $16,811
Foreign............................................ -- (100) 759
------ ------- -------
Total.................................... $9,281 $12,139 $17,570
====== ======= =======
</TABLE>
The components of the income tax provisions for the years ended December
31, 1997, 1998 and 1999 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Current-
Federal......................................... $3,045 $3,800 $5,497
State........................................... 953 504 628
------ ------ ------
3,998.. 4,304 6,125
------ ------ ------
Deferred-
Federal......................................... (244) 255 415
State........................................... (71) 33 49
------ ------ ------
(315) 288 464
------ ------ ------
Income tax provision....................... $3,683 $4,592 $6,589
====== ====== ======
</TABLE>
F-11
<PAGE> 50
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation of the federal statutory rate to the Company's effective
tax rate for the years ended December 31, 1997, 1998 and 1999 is as follows:
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Income tax provision at federal statutory rate.......... 34.0% 34.0% 35.0%
Increase (decrease) in tax resulting from-
State tax provision, net of federal benefit........ 4.5 4.4 3.7
Non-deductible costs related to acquisition........ -- -- 1.1
Non-deductible expenses............................ 0.6 0.8 0.6
Tax-exempt interest income......................... (1.1) (0.8) (1.7)
Benefit of foreign sales corporation............... -- (0.8) (0.6)
Other, net......................................... 1.7 0.2 (0.6)
---- ---- ----
Effective income tax rate.......................... 39.7% 37.8% 37.5%
==== ==== ====
</TABLE>
Deferred income taxes as of December 31, 1998 and 1999 are related to the
following temporary differences (in thousands):
<TABLE>
<CAPTION>
1998 1999
----- -------
<S> <C> <C>
Non-deductible reserves and accruals...................... $ 360 $ 622
Depreciation and amortization............................. 38 323
Deferred commissions...................................... (807) (1,818)
----- -------
$(409) $ (873)
===== =======
</TABLE>
The Company and George F. Colony, who was the sole stockholder of the
Company prior to its initial public offering, have entered into an
indemnification agreement relating to their respective income tax liabilities.
Mr. Colony will continue to be liable for personal income taxes on the Company's
income for all periods prior to the time the Company ceased to be an S
corporation, while the Company will be liable for all income taxes subsequent to
the time it ceased to be an S corporation. The agreement generally provides that
the Company will indemnify Mr. Colony for any increase in his taxes (including
interest and penalties) resulting from adjustments initiated by taxing
authorities and from payments to him under the agreement and Mr. Colony will pay
to the Company an amount equal to any decrease in his tax liability resulting
from adjustments initiated by taxing authorities. The agreement also provides
that, if the Company is determined to have been a C corporation for tax purposes
at any time it reported its income as an S corporation, Mr. Colony will make a
capital contribution to the Company in an amount necessary to hold the Company
harmless from any taxes and interest arising from such determination up to the
amount of distributions made by the Company to Mr. Colony prior to the
termination of the Company's S corporation election less any taxes and interest
attributable to such distributions.
F-12
<PAGE> 51
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(6) COMMITMENTS
The Company leases its office space and certain office equipment under
operating leases. At December 31, 1999, approximate future minimum rentals due
are as follows (in thousands):
<TABLE>
<S> <C>
2000........................................................ $ 4,955
2001........................................................ 4,780
2002........................................................ 5,029
2003........................................................ 5,918
2004........................................................ 6,210
Thereafter.................................................. 11,474
-------
Total minimum lease payments...................... $38,366
=======
</TABLE>
Rent expense was approximately $983,000, $1,463,000 and $2,760,000 for the
years ended December 31, 1997 and 1998 and 1999, respectively.
(7) 401(K) PLAN
The Company has a 401(k) savings plan covering substantially all eligible
employees. The plan is a qualified defined contribution plan in accordance with
Section 401(k) of the Internal Revenue Code of 1986. Effective January 1, 1998,
the Company elected to match 50% of employee contributions, up to 3% of each
employee's annual salary. Company matching contributions will vest ratably over
a period of four years. The Company's matching contributions totaled
approximately $424,000 and $521,000 for the years ended December 31, 1998 and
1999, respectively.
(8) STOCKHOLDERS' EQUITY
INCREASE IN AUTHORIZED SHARES AND STOCK SPLIT
On January 19, 2000, the Company filed a definitive proxy statement to
increase the number of authorized shares of common stock from 25,000,000 to
125,000,000. In addition, on January 18, 2000, the Company announced a
two-for-one stock split to be effected as a 100% stock dividend payable upon the
increase in authorized shares. The Company has retroactively restated all share
and per share amounts for the periods presented to effect this stock split.
PREFERRED STOCK
The Company has authorized 500,000 shares of $.01 par value preferred
stock. The Board of Directors has full authority to issue this stock and to fix
the voting powers, preferences, rights, qualifications, limitations or
restrictions thereof, including dividend rights, conversion rights, redemption
privileges and liquidation preferences and the number of shares constituting any
series or designation of such series.
(9) STOCK OPTION PLANS
In February 1996, the Company adopted the Forrester Research, Inc. 1996
Equity Incentive Plan, which has been subsequently amended (the Plan). The Plan
provides for the issuance of incentive stock options (ISOs) and nonqualified
stock options (NSOs) to purchase up to 10,500,000 shares of common stock. Under
the terms of the Plan, ISOs may not be granted at less than fair market value on
the date of grant (and in no event less than par value). ISO grants to holders
of 10% of the combined voting power of all classes of Company stock must be
F-13
<PAGE> 52
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
granted at an exercise price not less than 110% of the fair market value at the
date of grant. Options generally vest ratably over three years and expire after
10 years. Options granted under the Plan immediately vest upon certain events,
as defined.
In September 1996, the Company adopted the 1996 Stock Option Plan for
Non-Employee Directors (the Directors' Plan), which provides for the issuance of
options to purchase up to 300,000 shares of common stock. Under the Directors'
Plan, each non-employee director shall be awarded options to purchase 12,000
shares of common stock, at an exercise price equal to the fair market value of
the common stock upon his or her election as a director. These options vest in
three equal annual installments commencing on the date of grant. In addition,
each non-employee director will also receive an option to purchase 8,000 shares
of common stock, at an exercise price equal to the fair market value of the
common stock, each year immediately following the Company's annual stockholders'
meeting. These options will vest in three equal installments on the first,
second and third anniversaries of the date of grant. The Compensation Committee
(the Committee) of the Board of Directors also has the authority under the
Directors' Plan to grant options to non-employee directors in such amounts and
on such terms as set forth in the Directors' Plan as it shall determine at the
time of grant.
Stock option activity under the Plan and under the Directors' Plan from
December 31, 1996 to December 31, 1999 was as follows (in thousands, except per
share data):
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
EXERCISE EXERCISE
NUMBER PRICE PRICE
OF SHARES PER SHARE PER SHARE
--------- --------- ----------------
<S> <C> <C> <C>
Outstanding at December 31, 1996............... 1,566 $2.75-$ 6.50 4.14
Granted........................................ 668 8.78- 14.60 11.26
Exercised...................................... (140) 2.75- 6.50 3.19
Canceled....................................... (56) 2.75- 11.00 7.09
------ ------------ ------
Outstanding at December 31, 1997............... 2,038 2.75- 14.60 6.50
Granted........................................ 2,964 9.57- 19.88 12.74
Exercised...................................... (458) 2.75- 14.60 5.54
Canceled....................................... (447) 2.75- 19.85 9.04
------ ------------ ------
Outstanding at December 31, 1998............... 4,097 2.75- 19.88 10.85
Granted........................................ 4,414 0.81- 33.88 14.31
Exercised...................................... (1,184) 2.75- 19.85 7.46
Canceled....................................... (870) 5.5 - 22.88 15.13
------ ------------ ------
Outstanding at December 31, 1999............... 6,457 $0.81-$33.88 $13.28
====== ============ ======
Exercisable at December 31, 1999............... 1,226 $0.81-$23.94 $10.19
====== ============ ======
Exercisable at December 31, 1998............... 855 $2.75-$14.60 $ 6.36
====== ============ ======
Exercisable at December 31, 1997............... 726 $2.75-$11.00 $ 5.28
====== ============ ======
</TABLE>
F-14
<PAGE> 53
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes information about stock options outstanding
and exercisable at December 31, 1999 (in thousands, except per share data):
<TABLE>
<CAPTION>
WEIGHTED AVERAGE WEIGHTED AVERAGE
NUMBER OUTSTANDING NUMBER EXERCISABLE REMAINING EXERCISE
AT DECEMBER 31, AT DECEMBER 31, CONTRACTUAL PRICE
1999 1999 LIFE PER SHARE
------------------ ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Range of exercise prices
$ 0.81........ 89 89 9.64 $ 0.81
2.75........ 114 114 6.14 2.75
5.50 - 6.50........ 218 218 6.69 6.04
8.78 - 10.75........ 1,252 376 7.88 9.65
11.00 - 13.35........ 2,845 136 8.87 11.69
13.50 - 16.44........ 275 106 8.48 15.02
16.53 - 19.88........ 787 179 8.75 18.91
20.03 - 23.35........ 571 -- 8.50 21.46
23.50 - 27.88........ 291 8 9.85 23.94
28.00 - 33.88........ 15 -- 9.95 33.88
----- ----- ---- ------
6,457 1,226 8.55 $13.28
===== ===== ==== ======
</TABLE>
The weighted average remaining contractual life of options outstanding at
December 31, 1997, 1998 and 1999 was 8.6, 8.7 and 8.6 years, respectively. As of
December 31, 1997, 1998 and 1999, options available for future grant under the
Plan and the Directors' Plan were approximately 3,621,000, 1,105,000 and
2,261,000, respectively.
SFAS No. 123, Accounting for Stock-Based Compensation, requires the
measurement of the fair value of stock options or warrants to be included in the
statement of income or disclosed in the notes to financial statements. The
Company has determined that it will continue to account for stock-based
compensation for employees under Accounting Principles Board Opinion No. 25 and
elect the disclosure-only alternative under SFAS No. 123. The Company has
computed the value of options granted during the years ended December 31, 1997,
1998 and 1999 using the Black-Scholes option pricing model prescribed by SFAS
No. 123, using the following assumptions:
<TABLE>
<CAPTION>
1997 1998 1999
--------- ------- -------
<S> <C> <C> <C>
Risk-free interest rate.................... 6.32% 5.28% 5.54%
Expected dividend yield.................... -- -- --
Expected lives............................. 7.5 years 5 years 5 years
Expected volatility........................ 59% 40% 55%
</TABLE>
The weighted average grant date fair value of options granted under the
Plan and the Directors' Plan during the years ended December 31, 1997, 1998 and
1999 were $7.58, $12.74 and $22.49, respectively.
F-15
<PAGE> 54
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
If compensation cost for the Company's stock option plans had been
determined consistent with SFAS No. 123, net income for the years ended December
31, 1997, 1998 and 1999 would have been approximately as follows (in thousands,
except per share data):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1997 1998 1999
------ ------ -------
<S> <C> <C> <C>
As reported --
Net income.................................. $5,598 $7,547 $10,981
====== ====== =======
Basic net income per common share........... $ 0.34 $ 0.44 $ 0.61
====== ====== =======
Diluted net income per common share......... $ 0.32 $ 0.40 $ 0.55
====== ====== =======
Pro forma --
Net income.................................. $3,833 $4,569 $ 2,902
====== ====== =======
Basic net income per common share........... $ 0.23 $ 0.27 $ 0.16
====== ====== =======
Diluted net income per common share......... $ 0.22 $ 0.24 $ 0.14
====== ====== =======
</TABLE>
In January 1998, the Company's founder and principal shareholder granted
certain key employees options to purchase 2,000,000 shares of his common stock.
The options have an exercise price of $9.57 and vest as follows:
one-thirty-sixth of the total number of options granted monthly through January
28, 1999; and one-third of the total number of options granted on and after each
of January 28, 2000 and January 28, 2001. As of December 31, 1999, approximately
697,000 options remained outstanding, 30,000 of which were exercisable.
(10) EMPLOYEE STOCK PURCHASE PLAN
In September 1996, the Company adopted the 1996 Employee Stock Purchase
Plan (the Stock Purchase Plan), which provides for the issuance of up to 400,000
shares of common stock. The Stock Purchase Plan is administered by the
Committee. With certain limited exceptions, all employees of the Company who
have completed six months or more of continuous service in the employ of the
Company and whose customary employment is more than 30 hours per week, including
officers and directors who are employees, are eligible to participate in the
Stock Purchase Plan. Purchase periods under the Stock Purchase Plan are
generally six months in length and commence on each successive July 1 and
January 1. During each purchase period under the Stock Purchase Plan, the
maximum number of shares of common stock that may be purchased by an employee is
limited to the number of shares equal to $12,500 divided by the fair market
value of a share of common stock on the first day of the purchase period. An
employee may elect to have up to a maximum of 10% deducted from his or her
regular salary for the purpose of purchasing shares under the Stock Purchase
Plan. The price at which the employee's shares are purchased is the lower of (a)
85% of the closing price of the common stock on the day that the purchase period
commences or (b) 85% of the closing
F-16
<PAGE> 55
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
price of the common stock on the day that the purchase period terminates. Shares
purchased by employees under the Stock Purchase Plan are as follows:
<TABLE>
<CAPTION>
SHARES PURCHASE
PURCHASE PERIOD ENDED -- PURCHASED PRICE
- ------------------------ --------- --------
<S> <C> <C>
June 30, 1997............................................ 43,166 $ 6.80
December 31, 1997........................................ 29,770 $ 9.67
June 30, 1998............................................ 37,626 $ 9.83
December 31, 1998........................................ 25,030 $17.27
June 30, 1999............................................ 38,570 $10.61
December 31, 1999........................................ 49,316 $10.89
</TABLE>
(11) SEGMENT AND ENTERPRISE WIDE REPORTING
The Company adopted SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, in the fiscal year ended December 31, 1998.
SFAS No. 131 establishes selected standards for reporting information regarding
operating segments in annual financial statements and requires selected
information for those segments to be presented in interim financial reports
issued to stockholders. SFAS No. 131 also establishes standards for related
disclosures about products and services and geographic areas. Operating segments
are defined as components of an enterprise about which separate discrete
financial information is evaluated regularly by the chief operating decision
maker, or decision making group, in deciding how to allocate resources and
assess performance. The Company's chief decision-making group, as defined under
SFAS No. 131, is the Executive Team, consisting of Mr. Colony and the executive
officers. To date, the Company has viewed its operations and managed its
business as principally one segment, research services. As a result, the
financial information disclosed herein materially represents all of the
financial information related to the Company's principal operating segment.
Foreign assets represent less than 2% of total consolidated assets for all
periods presented.
Net revenues by geographic destination and as a percentage of total
revenues for the years ended December 31, 1997, 1998 and 1999 are as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1998 1999
------- ------- -------
<S> <C> <C> <C>
United States....................................... $31,653 $48,922 $67,477
Europe.............................................. 4,892 7,374 12,242
Other............................................... 3,876 5,271 7,549
------- ------- -------
$40,421 $61,567 $87,268
======= ======= =======
United States....................................... 78% 79% 77%
Europe.............................................. 12 12 14
Other............................................... 10 9 9
------- ------- -------
100% 100% 100%
======= ======= =======
</TABLE>
F-17
<PAGE> 56
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(12) CERTAIN BALANCE SHEET ACCOUNTS
ACCRUED EXPENSES:
Accrued expenses as of December 31, 1998 and 1999 consist of the following
(in thousands):
<TABLE>
<CAPTION>
1998 1999
------ ------
<S> <C> <C>
Payroll and related...................................... $2,951 $4,763
Other.................................................... 2,100 4,684
------ ------
$5,051 $9,447
====== ======
</TABLE>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
A roll-forward of the allowance for doubtful accounts as of and for the
years ended December 31, 1997, 1998 and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Balance, beginning of period................................ $200 $325 $400
Provision for doubtful accounts........................... 399 375 904
Addition arising from acquisition (Note 2)................ -- -- 80
Write-offs................................................ (274) (300) (804)
---- ---- ----
Balance, end of period...................................... $325 $400 $580
==== ==== ====
</TABLE>
(13) SUMMARY SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of selected quarterly financial data for the
years ended December 31, 1998 and 1999 (in thousands, except per share data):
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
1998 1998 1998 1998
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues........................................ $13,131 $15,043 $15,070 $18,322
Income from operations.......................... $ 1,448 $ 1,893 $ 2,257 $ 3,583
Net income...................................... $ 1,342 $ 1,617 $ 1,874 $ 2,714
Basic net income per common share............... $ 0.08 $ 0.10 $ 0.11 $ 0.16
Diluted net income per common share............. $ 0.07 $ 0.09 $ 0.10 $ 0.14
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
1999 1999 1999 1999
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues........................................ $17,929 $19,671 $21,981 $27,687
Income from operations.......................... $ 2,211 $ 2,710 $ 3,741 $ 5,198
Net income...................................... $ 1,904 $ 2,235 $ 2,855 $ 3,988
Basic net income per common share............... $ 0.11 $ 0.13 $ 0.16 $ 0.21
Diluted net income per common share............. $ 0.10 $ 0.12 $ 0.14 $ 0.18
</TABLE>
F-18
<PAGE> 57
================================================================================
No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary.................... 1
Risk Factors.......................... 4
Special Note Regarding Forward-
Looking Statements.................. 7
Use of Proceeds....................... 8
Dividend Policy....................... 8
Price Range of Common Stock........... 8
Capitalization........................ 9
Selected Consolidated Financial
Data................................ 10
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 11
Business.............................. 18
Management............................ 27
Selling Stockholders.................. 29
Description of Capital Stock.......... 30
Underwriting.......................... 33
Where You Can Find More
Information......................... 35
Validity of Common Stock.............. 35
Experts............................... 35
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>
================================================================================
================================================================================
2,843,000 Shares
FORRESTER RESEARCH, INC.
Common Stock
------------------
[Forrester Research, Inc. LOGO]
------------------
GOLDMAN, SACHS & CO.
ADAMS, HARKNESS & HILL, INC.
THOMAS WEISEL PARTNERS LLC
FAC/EQUITIES
WILLIAM BLAIR & COMPANY
Representatives of the Underwriters
================================================================================
<PAGE> 58
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated amounts of expenses that we
will bear in connection with the offering described in this Registration
Statement:
<TABLE>
<S> <C>
SEC registration fee..................................... $ 21,044
NASD filing fee.......................................... $ 8,470
Nasdaq National Market listing fee....................... $ 17,500
Printing and engraving expenses.......................... $ 80,000
Legal fees and expenses.................................. $125,000
Accounting fees and expenses............................. $100,000
Transfer agent and registrar fees and expenses........... $ 22,986
Miscellaneous............................................ $ 75,000
--------
Total Expenses...................................... $450,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the Delaware General Corporate Law permits a
corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends
and unlawful stock purchase and redemption) or (iv) for any transaction from
which the director derived an improper personal benefit.
II-1
<PAGE> 59
Our certificate of incorporation provides that our directors shall not be
liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that exculpation from liabilities is not
permitted under the Delaware General Corporate Law as in effect at the time such
liability is determined. Our certificate of incorporation further provides that
we shall indemnify our directors and officers to the fullest extent permitted by
the Delaware General Corporate Law.
We have a liability insurance policy in effect which covers certain claims
against any of our officers or directors by reason of certain breaches of duty,
neglect, errors or omissions committed by such person in his or her capacity as
an officer or director.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
1. Form Underwriting Agreement
5. Opinion of Ropes & Gray re: validity of shares
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (included in the opinion filed as
Exhibit 5.)
24 Power of Attorney*
27 Financial Data Schedule
</TABLE>
- ---------------
* Filed previously.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
(4) or 497(h) under the Securities Act will be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such officer, director or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether or not such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-2
<PAGE> 60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cambridge, The Commonwealth of Massachusetts, on this 4th day of
February 2000.
FORRESTER RESEARCH, INC.
By: /s/ SUSAN M. WHIRTY
----------------------------------
Susan M. Whirty
Chief Financial Officer, Vice
President,
Operations and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GEORGE F. COLONY President, Chief Executive Officer February 4, 2000
- ------------------------------------------ and Chairman of the Board
George F. Colony
/s/ SUSAN M. WHIRTY Chief Financial Officer, Vice February 4, 2000
- ------------------------------------------ President, Operations and
Susan M. Whirty General Counsel (Principal
Financial and Accounting
Officer)
/s/ ROBERT M. GALFORD* Director February 4, 2000
- ------------------------------------------
Robert M. Galford
/s/ GEORGE R. HORNIG* Director February 4, 2000
- ------------------------------------------
George R. Hornig
/s/ MICHAEL H. WELLES* Director February 4, 2000
- ------------------------------------------
Michael H. Welles
/s/ HENK W. BROEDERS* Director February 4, 2000
- ------------------------------------------
Henk W. Broeders
*By: /s/ SUSAN M. WHIRTY
--------------------------------
Attorney-in-Fact
Susan M. Whirty
</TABLE>
II-3
<PAGE> 61
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER TITLE OF EXHIBIT PAGE
------ ---------------- ----
<S> <C> <C>
1. Form of Underwriting Agreement
5. Opinion of Ropes & Gray re: validity of shares
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (included in the opinion filed as Exhibit 5.)
24 Power of Attorney*
27 Financial Data Schedule
</TABLE>
- ---------------
* Filed previously.
<PAGE> 1
FORRESTER RESEARCH, INC.
COMMON STOCK
----------
UNDERWRITING AGREEMENT
February __, 2000
Goldman, Sachs & Co.,
Adams, Harkness & Hill, Inc.
Thomas Weisel Partners LLC
FAC/Equities, a division of First Albany Corporation
William Blair & Company, L.L.C.
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.
125 High Street
17th Floor
Boston, Massachusetts 02110-2704
Ladies and Gentlemen:
Forrester Research, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 200,000 shares and, at the election of the Underwriters, up to 426,450
additional shares of Common Stock, $0.01 par value per share ("Stock"), of the
Company, and the stockholders of the Company named in Schedule II hereto (the
"Selling Stockholders") propose, subject to the terms and conditions stated
herein, to sell to the Underwriters an aggregate of 2,643,000 shares of Stock.
The aggregate of 2,843,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Firm Shares" and the aggregate of 426,450
additional shares to be sold by the Company is herein called the "Optional
Shares". The Firm Shares and the Optional Shares that the Underwriters elect to
purchase pursuant to Section 2 hereof are herein collectively called the
"Shares."
1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(i) A registration statement on Form S-3 (File No. 33-95663)
(the "Initial Registration Statement") in respect of the Shares has
been filed with the Securities and Exchange Commission (the
"Commission"); the Initial Registration Statement (including any
pre-effective and post-effective amendments thereto), each in the form
heretofore delivered to you, and, excluding exhibits thereto but
including all documents incorporated by reference in the prospectus
contained therein to you for each of the other Underwriters, have been
declared effective by the Commission in such form; other than a
registration statement, if any,
-1-
<PAGE> 2
increasing the size of the offering (a "Rule 462(b) Registration
Statement"), filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Act"), which became effective upon filing, no
other document with respect to the Initial Registration Statement or
document incorporated by reference therein has heretofore been filed
with the Commission; and no stop order suspending the effectiveness of
the Initial Registration Statement, any post-effective amendment
thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in
the Initial Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission
under the Act is hereinafter called a "Preliminary Prospectus"; the
various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and
including (i) the information contained in the form of final prospectus
filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section (a) hereof and deemed by virtue of Rule 430A
under the Act to be part of the Initial Registration Statement at the
time it was declared effective, and (ii) the documents incorporated by
reference in the prospectus contained in the Initial Registration
Statement at the time such part of the Initial Registration Statement
became effective, each as amended at the time such part of the Initial
Registration Statement became effective or such part of the Rule 462(b)
Registration Statement, if any, became or hereafter becomes effective,
are hereinafter collectively called the "Registration Statement"; and
such final prospectus, in the form first filed pursuant to Rule 424(b)
under the Act, is hereinafter called the "Prospectus"; and any
reference herein to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the date of such Preliminary Prospectus or Prospectus, as the case may
be; and any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include
any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; and any
reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Initial Registration Statement that is
incorporated by reference in the Registration Statement;
(ii) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use
therein or by a Selling Stockholder expressly for use in the
preparation of the answers therein to Item 7 of Form S-3;
(iii) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and the
-2-
<PAGE> 3
rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and any further documents
so filed and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
through Goldman, Sachs & Co. expressly for use therein;
(iv) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration Statement
or the Prospectus will conform, in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date
as to the Registration Statement and any amendment thereto and as of
the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
through Goldman, Sachs & Co. expressly for use therein or by a Selling
Stockholder expressly for use in the preparation of the answers therein
to Item 7 of Form S-3;
(v) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock or long-term debt of the Company or any of its
subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus;
(vi) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title
to all personal property owned by them, in each case free and clear of
all liens, encumbrances and defects except such as are described in the
Prospectus or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be made
of such property by the Company and its subsidiaries; and any real
property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries;
-3-
<PAGE> 4
(vii) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Delaware, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so
qualified in any such jurisdiction; and each subsidiary of the Company
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation;
(viii) The Company has an authorized capitalization as set
forth in the Prospectus, and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and conform to the description of the
Stock contained in the Prospectus; and all of the issued shares of
capital stock of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable and
(except for directors' qualifying shares) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;
(ix) The unissued Shares to be issued and sold by the Company
to the Underwriters hereunder have been duly and validly authorized
and, when issued and delivered against payment therefor as provided
herein, will be duly and validly issued and fully paid and
non-assessable and will conform to the description of the Stock
contained in the Prospectus;
(x) The issue and sale of the Shares to be sold by the Company
and the compliance by the Company with all of the provisions of this
Agreement and the consummation of the transactions herein contemplated
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries
is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any
of its subsidiaries or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
issue and sale of the Shares or the consummation by the Company of the
transactions contemplated by this Agreement, except the registration
under the Act of the Shares and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase
and distribution of the Shares by the Underwriters;
(xi) Neither the Company nor any of its subsidiaries is (a) in
violation of its Certificate of Incorporation or By-laws or other
organizational documents or (b) in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound, except, in the case of
clause (b), for such defaults as are not reasonably likely to have a
material adverse effect on the general affairs, management, the current
or future consolidated financial
-4-
<PAGE> 5
position, business prospects, stockholders' equity or results of
operations of the Company and its subsidiaries (a "Material Adverse
Effect");
(xii) The statements set forth in the Prospectus under the
caption "Description of Capital Stock", insofar as they purport to
constitute a summary of the terms of the Stock, and under the caption
"Underwriting", insofar as they purport to describe the provisions of
the laws and documents referred to therein, are accurate, complete and
fair;
(xiii) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually
or in the aggregate have a material adverse effect on the current or
future consolidated financial position, stockholders' equity or results
of operations of the Company and its subsidiaries; and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(xiv) The Company is not and, after giving effect to the
offering and sale of the Shares, will not be an "investment company",
as such term is defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act");
(xv) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida
Statutes;
(xvi) Arthur Andersen LLP, who have certified certain
financial statements of the Company and its subsidiaries, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;
(xvii) The Company has reviewed its operations and that of its
subsidiaries and any third parties with which the Company or any of its
subsidiaries has a material relationship to evaluate the extent to
which the business or operations of the Company or any of its
subsidiaries will be affected by the Year 2000 Problem. As a result of
such review, the Company has no reason to believe, and does not
believe, that the Year 2000 Problem has had or will have a Material
Adverse Effect or result in any material loss or interference with the
Company's business or operations. The "Year 2000 Problem" as used
herein means any significant risk that computer hardware or software
used in the receipt, transmission, processing, manipulation, storage,
retrieval, retransmission or other utilization of data or in the
operation of mechanical or electrical systems of any kind has not or
will not, in the case of dates or time periods occurring after December
31, 1999, function at least as effectively as in the case of dates or
time periods occurring prior to January 1, 2000;
(xviii) Other than as set forth in the Prospectus, the Company
and its subsidiaries own or have the right to use pursuant to license,
sublicense, agreement, or permission all patents, patent applications,
trademarks, service marks, trade names, domain names, copyrights, trade
secrets, confidential information, proprietary rights and processes
("Intellectual Property") necessary for the operation of the business
of the Company and its subsidiaries as described in the Prospectus and
have taken all reasonable steps necessary to
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<PAGE> 6
secure assignments of such Intellectual Property from its employees and
contractors; to the knowledge of the Company, none of the technology
employed by the Company or its subsidiaries has been obtained in
violation of any contractual or fiduciary obligation binding on the
Company, its subsidiaries or any of their respective directors or
executive officers or, to the Company's knowledge, any of their
respective employees or consultants; and the Company and its
subsidiaries have taken and will maintain reasonable measures to
prevent the unauthorized dissemination or publication of their
confidential information.
To the Company's knowledge, neither the Company nor any of its
subsidiaries have interfered with, infringed upon, misappropriated, or
otherwise come into conflict with any Intellectual Property rights of
third parties, and the Company and its subsidiaries have not received
any charge, complaint, claim, demand, or notice alleging any such
interference, infringement, misappropriation, or violation (including
any claim that the Company or any such of its subsidiaries must license
or refrain from using any intellectual property rights of any third
party) which, if the subject of any unfavorable decision, ruling or
finding would, individually or in the aggregate, be reasonably likely
to have a Material Adverse Effect.
To the Company's knowledge, neither the Registration Statement
nor the Prospectus (A) contains any untrue statement of material fact
with respect to trademarks, trade names, patents, mask works,
copyrights, licenses, trade secrets or other intellectual property
rights owned by the Company or any of its subsidiaries or (B) omits to
state any material fact relating to trademarks, trade names, patents,
mask works, copyrights, licenses, trade secrets or other Intellectual
Property rights owned by the Company or any of its subsidiaries or any
allegation that is necessary to make the statements in the Registration
Statement or the Prospectus not misleading as to any such intellectual
property rights owned by the Company or any of its subsidiaries.
To the Company's knowledge, there are no legal or governmental
proceedings pending relating to trademarks, trade names, patent rights,
mask works, copyrights, licenses, trade secrets or other Intellectual
Property rights of the Company or any of its subsidiaries other than
the prosecution by the Company and its subsidiaries of their patent
applications before the United States Patent Office and appropriate
foreign government agencies, and no proceedings are threatened or
contemplated by governmental authorities or others relating to
trademarks, trade names, patent rights, mask works, copyrights,
licenses or other Intellectual Property rights of the Company or its
subsidiaries; and
(xix) The Company has filed all reports it has been required
to file under the Exchange Act; such reports when filed conformed in
all material respects to the requirements of the Exchange Act; and none
of such reports contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein, in
light of the circumstances under which they were made, to make the
statements therein not misleading.
(b) Each of the Selling Stockholders severally represents and warrants
to, and agrees with, each of the Underwriters and the Company that:
(i) All consents, approvals, authorizations and orders
necessary for the execution and delivery by such Selling Stockholder of
this Agreement and the Power of Attorney and the Custody Agreement
hereinafter referred to, and for the sale and delivery of the Shares to
be
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<PAGE> 7
sold by such Selling Stockholder hereunder, have been obtained; and
such Selling Stockholder has full right, power and authority to enter
into this Agreement, the Power-of-Attorney and the Custody Agreement
and to sell, assign, transfer and deliver the Shares to be sold by such
Selling Stockholder hereunder;
(ii) The sale of the Shares to be sold by such Selling
Stockholder hereunder and the compliance by such Selling Stockholder
with all of the provisions of this Agreement, the Power of Attorney and
the Custody Agreement and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a
default under, any statute, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which such Selling
Stockholder is a party or by which such Selling Stockholder is bound or
to which any of the property or assets of such Selling Stockholder is
subject, nor will such action result in any violation of the provisions
of the Partnership Agreement of such Selling Stockholder if such
Selling Stockholder is a partnership or any trust instrument or
document if such Selling Stockholder is a trust or any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over such Selling Stockholder or the property of
such Selling Stockholder;
(iii) Such Selling Stockholder has, and immediately prior to
the First Time of Delivery (as defined in Section 4 hereof) such
Selling Stockholder will have, good and valid title to the Shares to be
sold by such Selling Stockholder hereunder, free and clear of all
liens, encumbrances, equities or claims; and, upon delivery of such
Shares and payment therefor pursuant hereto, good and valid title to
such Shares, free and clear of all liens, encumbrances, equities or
claims, will pass to the several Underwriters;
(iv) Such Selling Stockholder has entered into a 90 day
lock-up agreement in the form attached as Annex 1A;
(v) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares;
(vi) To the extent that any statements or omissions made in
the Registration Statement, any Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto are made in reliance upon and in
conformity with written information furnished to the Company by such
Selling Stockholder expressly for use therein, such Preliminary
Prospectus and the Registration Statement did, and the Prospectus and
any further amendments or supplements to the Registration Statement and
the Prospectus, when they become effective or are filed with the
Commission, as the case may be, will conform in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
(vii) In order to document the Underwriters' compliance with
the reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Selling Stockholder will deliver to you prior to or
at
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<PAGE> 8
the First Time of Delivery (as hereinafter defined) a properly
completed and executed United States Treasury Department Form W-9 (or
other applicable form or statement specified by Treasury Department
regulations in lieu thereof);
(viii) Certificates in negotiable form representing all of the
Shares to be sold by such Selling Stockholder hereunder have been
placed in custody under a Custody Agreement, in the form heretofore
furnished to you (the "Custody Agreement"), duly executed and delivered
by such Selling Stockholder to , as custodian (the "Custodian"), and
such Selling Stockholder has duly executed and delivered a Power of
Attorney, in the form heretofore furnished to you (the "Power of
Attorney"), appointing the persons indicated in Schedule II hereto, and
each of them, as such Selling Stockholder's attorneys-in-fact (the
"Attorneys-in-Fact") with authority to execute and deliver this
Agreement on behalf of such Selling Stockholder, to determine the
purchase price to be paid by the Underwriters to the Selling
Stockholders as provided in Section 2 hereof, to authorize the delivery
of the Shares to be sold by such Selling Stockholder hereunder and
otherwise to act on behalf of such Selling Stockholder in connection
with the transactions contemplated by this Agreement and the Custody
Agreement; and
(ix) The Shares represented by the certificates held in
custody for such Selling Stockholder under the Custody Agreement are
subject to the interests of the Underwriters hereunder; the
arrangements made by such Selling Stockholder for such custody, and the
appointment by such Selling Stockholder of the Attorneys-in-Fact by the
Power of Attorney, are to that extent irrevocable; the obligations of
the Selling Stockholders hereunder shall not be terminated by operation
of law, whether by the death or incapacity of any individual Selling
Stockholder or, in the case of an estate or trust, by the death or
incapacity of any executor or trustee or the termination of such estate
or trust, or in the case of a partnership or corporation, by the
dissolution of such partnership or corporation, or by the occurrence of
any other event; if any individual Selling Stockholder or any such
executor or trustee should die or become incapacitated, or if any such
estate or trust should be terminated, or if any such partnership or
corporation should be dissolved, or if any other such event should
occur, before the delivery of the Shares hereunder, certificates
representing the Shares shall be delivered by or on behalf of the
Selling Stockholders in accordance with the terms and conditions of
this Agreement and of the Custody Agreements; and actions taken by the
Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid
as if such death, incapacity, termination, dissolution or other event
had not occurred, regardless of whether or not the Custodian, the
Attorneys-in-Fact, or any of them, shall have received notice of such
death, incapacity, termination, dissolution or other event.
2. Subject to the terms and conditions herein set forth, (a) the
Company and each of the Selling Stockholders agree, severally and not jointly,
to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company and each of the Selling
Stockholders, at a purchase price per share of $.............., the number of
Firm Shares (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying the aggregate number of Shares to be sold by the
Company and each of the Selling Stockholders as set forth opposite their
respective names in Schedule II hereto by a fraction, the numerator of which is
the aggregate number of Firm Shares to be purchased by such Underwriter as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from the Company and all of the Selling
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<PAGE> 9
Stockholders hereunder and (b) in the event and to the extent that the
Underwriters shall exercise the election to purchase Optional Shares as provided
below, the Company agrees to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company at
the purchase price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.
The Company hereby grants to the Underwriters the right to purchase at
their election up to 426,000 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering sales of
shares in excess of the number of Firm Shares. Any such election to purchase
Optional Shares shall be made in proportion to the maximum number of Optional
Shares to be sold by the Company as set forth on Schedule II. Any such election
to purchase Optional Shares may be exercised only by written notice from you to
the Company, given within a period of 30 calendar days after the date of this
Agreement and setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company otherwise agree in
writing, earlier than two or later than ten business days after the date of such
notice.
3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company and the Selling Stockholders shall be delivered by or on
behalf of the Company and the Selling Stockholders to Goldman, Sachs & Co.,
through the facilities of the Depository Trust Company ("DTC"), for the account
of such Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company and the Custodian, to Goldman, Sachs & Co. at
least forty-eight hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York time, on February__, 2000 or such other
time and date as Goldman, Sachs & Co., the Company and the Selling Stockholders
may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m.,
New York time, on the date specified by Goldman, Sachs & Co. in the written
notice given by Goldman, Sachs & Co. of the Underwriters' election to purchase
such Optional Shares, or such other time and date as Goldman, Sachs & Co., the
Company and the Selling Stockholders may agree upon in writing. Such time and
date for delivery of the Firm Shares is herein called the "First Time of
Delivery", such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery", and each
such time and date for delivery is herein called a "Time of Delivery".
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<PAGE> 10
(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7 hereof, will be delivered at the offices of
Ropes & Gray, One International Place, Boston, Massachusetts 02110 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., New York City time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to the
Registration Statement or Prospectus prior to the last Time of Delivery
which shall be disapproved by you promptly after reasonable notice
thereof; to advise you, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed and to furnish you with copies
thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long
as the delivery of a prospectus is required in connection with the
offering or sale of the Shares; to advise you, promptly after it
receives notice thereof, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus, of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus or suspending any such
qualification, promptly to use its best efforts to obtain the
withdrawal of such order;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under
the securities laws of such jurisdictions as you may request and to
comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution of the Shares, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;
(c) Prior to 10:00 A.M., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with copies of the Prospectus in
New York City in such quantities as you may reasonably request,
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<PAGE> 11
and, if the delivery of a prospectus is required at any time prior to
the expiration of nine months after the time of issue of the Prospectus
in connection with the offering or sale of the Shares and if at such
time any events shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading,
or, if for any other reason it shall be necessary during such period to
amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to
comply with the Act or the Exchange Act, to notify you and upon your
request to file such document and to prepare and furnish without charge
to each Underwriter and to any dealer in securities as many copies as
you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such statement or
omission or effect such compliance, and in case any Underwriter is
required to deliver a prospectus in connection with sales of any of the
Shares at any time nine months or more after the time of issue of the
Prospectus, upon your request but at the expense of such Underwriter,
to prepare and deliver to such Underwriter as many copies as you may
request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a)
of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);
(e) During the period beginning from the date hereof and
continuing to and including the date ninety (90) after the date of the
Prospectus, not to offer, sell, contract to sell or otherwise dispose
of, except as provided hereunder, any securities of the Company that
are substantially similar to the Shares, including but not limited to
any securities that are convertible into or exchangeable for, or that
represent the right to receive, Stock or any such substantially similar
securities (other than pursuant to employee stock option plans existing
on, or upon the conversion or exchange of convertible or exchangeable
securities outstanding as of, the date of this Agreement), without your
prior written consent;
(f) To furnish to its stockholders as soon as practicable
after the end of each fiscal year an annual report (including a balance
sheet and statements of income, stockholders' equity and cash flows of
the Company and its consolidated subsidiaries certified by independent
public accountants) and, as soon as practicable after the end of each
of the first three quarters of each fiscal year (beginning with the
fiscal quarter ending after the effective date of the Registration
Statement), to make available to its stockholders consolidated summary
financial information of the Company and its subsidiaries for such
quarter in reasonable detail;
(g) During a period of five years from the effective date of
the Registration Statement, to furnish to you copies of all reports or
other communications (financial or other) furnished to stockholders,
and to deliver to you (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the
Commission or any national
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<PAGE> 12
securities exchange on which any class of securities of the Company is
listed; and (ii) such additional information concerning the business
and financial condition of the Company as you may from time to time
reasonably request (such financial statements to be on a consolidated
basis to the extent the accounts of the Company and its subsidiaries
are consolidated in reports furnished to its stockholders generally or
to the Commission);
(h) To use the net proceeds received by it from the sale of
the Shares pursuant to this Agreement in the manner specified in the
Prospectus under the caption "Use of Proceeds"; and
(i) To use its best efforts to list for quotation the Shares
on the Nasdaq National Market;
(j) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule
462(b) Registration Statement or give irrevocable instructions for the
payment of such fee pursuant to Rule 111(b) under the Act.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Shares;
(iii) all expenses in connection with the qualification of the Shares for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey
(iv) all fees and expenses in connection with listing the Shares on the Nasdaq
National Market; and (v) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Shares; (vi) the cost of preparing stock certificates;
(vii) the cost and charges of any transfer agent or registrar, and (viii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section.
Each Selling Stockholder covenants and agrees that such Selling Stockholder will
pay or cause to be paid all costs and expenses incident to the performance of
such Selling Stockholder's obligations hereunder which are not otherwise
specifically provided for in this Section, including (i) any fees and expenses
of counsel for such Selling Stockholder, (ii) such Selling Stockholder's pro
rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian,
and (iii) all expenses and taxes incident to the sale and delivery of the Shares
to be sold by such Selling Stockholder to the Underwriters hereunder. It is
understood, however, that the Company shall bear, and the Selling Stockholders
shall not be required to pay or to reimburse the Company for, the cost of any
other matters not directly relating to the sale and purchase of the Shares
pursuant to this Agreement, and that, except as provided in this Section, and
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<PAGE> 13
Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, stock transfer taxes on resale of
any of the Shares by them, and any advertising expenses connected with any
offers they may make.
7. The obligations of the Underwriters hereunder, as to the Shares to
be delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Stockholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; if the Company has elected to rely
upon Rule 462(b), the Rule 462(b) Registration Statement shall have
become effective by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and
no proceeding for that purpose shall have been initiated or threatened
by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;
(b) Hale and Dorr LLP, counsel for the Underwriters, shall
have furnished to you such written opinion or opinions, dated such Time
of Delivery, with respect to the matters covered in paragraphs (i),
(ii), (v), (viii) and (xi) of subsection (c) below as well as such
other related matters as you may reasonably request, and such counsel
shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;
(c) Ropes & Gray, counsel for the Company, shall have
furnished to you their written opinion, dated such Time of Delivery, in
form and substance satisfactory to you, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
Delaware with power and authority (corporate and other) to own
its properties and conduct its business as described in the
Prospectus and is duly qualified as a foreign corporation in each
jurisdiction within the United States in which it owns or leases
real property or maintains an office;
(ii) The authorized, issued and outstanding capitalization
of the Company, is as set forth under the caption
"Capitalization" in the Prospectus except for issuances or
forfeitures subsequent to the date of the information provided in
such table, if any, pursuant to the Company's stock plans. All of
the issued and outstanding shares of Stock have been duly
authorized and validly issued and are fully paid and
nonassessable. The Shares have been duly authorized and, when
issued and delivered in accordance with this Agreement, will be
validly issued, fully paid and nonassessable and will conform in
all material respects to the description of the Stock contained
in the Prospectus.
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<PAGE> 14
(iii) Each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation; and
all of the outstanding shares of capital stock of each such
subsidiary have been duly and validly authorized and issued, are
fully paid and non-assessable, and (except for directors'
qualifying shares) are owned directly or indirectly by the
Company, free and clear to the counsel's knowledge of all liens,
encumbrances, equities or claims (such counsel being entitled to
rely in respect of the opinion in this clause upon opinions of
local counsel and in respect of matters of fact upon certificates
of officers of the Company or its subsidiaries, provided that
such counsel shall state that they believe that both you and they
are justified in relying upon such opinions and certificates);
(iv) To such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject;
(v) This Agreement has been duly authorized, executed and
delivered by the Company;
(vi) The issuance and sale by the Company of the Shares to
be sold by it hereunder and the performance by the Company of its
obligations under this Agreement does not and will not (i)
violate the Certificate of Incorporation or by-laws of the
Company, (ii) breach or result in a default under any agreement,
indenture or other instrument filed as an exhibit to the
Registration Statement or as an exhibit to any document
incorporated by reference in the Registration Statement to which
the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound, or to which any
properties or assets of the Company or any of its subsidiaries is
subject, or (iii) violate any existing Delaware corporate,
Massachusetts or federal law, rule, administrative regulation or
any decree known to such counsel of any court or any governmental
agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties, except that
such counsel need express no opinion as to state securities or
"Blue Sky" laws or as to compliance with the antifraud provisions
of federal and state securities laws;
(vii) No consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body of the United States or The
Commonwealth of Massachusetts or the Secretary or State of the
State of Delaware is required for the issuance and sale by the
Company of the Shares to be sold by it hereunder except such as
may be required under state securities or blue sky laws, as to
which we express no opinion, and except for such as have been
obtained under the Act;
(viii) The statements set forth in the Prospectus under
the caption "Description of Capital Stock", insofar as they
purport to constitute a summary of the terms of the Stock and
under the caption "Underwriting", insofar as they purport to
describe the provisions of the laws and documents referred to
therein, accurately summarize in all material respects the
provisions of laws or documents referred to therein;
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<PAGE> 15
(ix) The Company is not subject to regulation as an
"investment company", as such term is defined in the Investment
Company Act;
(x) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made by
the Company prior to such Time of Delivery (other than the
financial statements and related schedules therein, as to which
such counsel need express no opinion), when they became effective
or were filed with the Commission, as the case may be, complied
as to form in all material respects with the requirements of the
Act or the Exchange Act, and the rules and regulations of the
Commission thereunder; and they have no reason to believe that
any of such documents, when such documents became effective or
were so filed, as the case may be, contained, in the case of a
registration statement which became effective under the Act, an
untrue statement of a material fact, or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or, in the case of other
documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made when such documents were so filed, not misleading; and
(xi) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company
prior to such Time of Delivery (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the rules
and regulations thereunder; although they do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the
Prospectus, except for those referred to in the opinion in
subsection (viii) of this Section 7(c), they have no reason to
believe that, as of its effective date, the Registration
Statement or any further amendment thereto made by the Company
prior to such Time of Delivery (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further
amendment or supplement thereto made by the Company prior to such
Time of Delivery (other than the financial statements and related
schedules therein, as to which such counsel need express no
opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading or that, as of such Time of Delivery, the
Prospectus or any further amendment or supplement thereto made by
the Company prior to such Time of Delivery (other than the
financial statements and related schedules therein, as to which
such counsel need express no opinion) contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
they do not know of any amendment to the Registration Statement
required to be filed or of any contracts or other documents of a
character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus or required to be described in the Registration
Statement or the Prospectus which are not filed or incorporated
by reference or described as required;
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<PAGE> 16
(d) Ropes & Gray, as special counsel for each of the Selling
Stockholders, shall have furnished to you their written opinion with
respect to each of the Selling Stockholders (a draft of each such
opinion is attached as Annex II(c) hereto), dated such Time of
Delivery, in form and substance satisfactory to you, to the effect
that:
(i) A Power-of-Attorney and a Custody Agreement have been
duly executed and delivered by such Selling Stockholder and
constitute valid and binding agreements of such Selling
Stockholder in accordance with their terms;
(ii) This Agreement has been duly executed and delivered
by or on behalf of such Selling Stockholder; and the sale of the
Shares to be sold by such Selling Stockholder hereunder and the
compliance by such Selling Stockholder with all of the provisions
of this Agreement, the Power-of-Attorney and the Custody
Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach
or violation of any terms or provisions of, or constitute a
default under, any statute, indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to such
counsel to which such Selling Stockholder is a party or by which
such Selling Stockholder is bound or to which any of the property
or assets of such Selling Stockholder is subject, nor will such
action result in any violation of the provisions of the
Partnership Agreement of such Selling Stockholder if such Selling
Stockholder is a partnership or any trust instrument or document
if such Selling Stockholder is a trust or any order, rule or
regulation known to such counsel of any court or governmental
agency or body having jurisdiction over such Selling Stockholder
or the property of such Selling Stockholder;
(iii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated by this Agreement
in connection with the Shares to be sold by such Selling
Stockholder hereunder, except which has been duly obtained and is
in full force and effect, such as have been obtained under the
Act and such as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of such
Shares by the Underwriters;
(iv) Immediately prior to the First Time of Delivery,
based solely on an examination of the Company's stock record
books, such Selling Stockholder was the sole record holder of the
Shares to be sold by such Selling Stockholder under this
Agreement, free and clear of all liens, encumbrances, equities or
claims, and full right, power and authority to sell, assign,
transfer and deliver the Shares to be sold by such Selling
Stockholder hereunder; and
(v) Upon payment by the Underwriters of the purchase price
in accordance with this Agreement, and upon registration of the
Shares to be sold by each selling stockholder hereunder in the
names of the Underwriters in the stock records of the Company (or
in the name of a nominee for the Depository Trust Company ("DTC")
in such stock records, with appropriate entries to the account of
the Underwriters having been made in the records of DTC), the
Underwriters will have acquired all the rights in such Shares
that such Selling Stockholder had or had the power to transfer,
free of any claim by any other person that such person has a
property interest in such Shares and that it is a violation of
such other
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<PAGE> 17
person's rights for the Underwriters to hold, transfer or deal
with such Shares (assuming that the Underwriters are without
notice of any such claim).
In rendering the opinion in paragraph (iv), such counsel may rely upon
a certificate of such Selling Stockholder in respect of matters of fact as to
ownership of, and liens, encumbrances, equities or claims on, the Shares sold by
such Selling Stockholder, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate;
(e) On the date of the Prospectus at a time prior to the
execution of this Agreement, at 9:30 a.m., New York City time, on the
effective date of any post-effective amendment to the Registration
Statement filed subsequent to the date of this Agreement and also at
each Time of Delivery, Arthur Andersen LLP shall have furnished to you
a letter or letters, dated the respective dates of delivery thereof, in
form and substance satisfactory to you, to the effect set forth in
Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a
draft of the form of letter to be delivered on the effective date of
any post-effective amendment to the Registration Statement and as of
each Time of Delivery is attached as Annex I(b) hereto);
(f)(i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus any
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus, and (ii) since the
respective dates as of which information is given in the Prospectus
there shall not have been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus, the effect of
which, in any such case described in clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Prospectus;
(g) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization", as that term
is defined by the Commission for purposes of Rule 436(g)(2) under the
Act, and (ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities;
(h) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the Nasdaq National Market; (ii) a
suspension or material limitation in trading in the Company's
securities on the Nasdaq National Market; (iii) a general moratorium on
commercial banking activities declared by either Federal, New York or
Massachusetts State authorities; or (iv) the outbreak or escalation of
hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such
event specified in this clause (iv) in the
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<PAGE> 18
judgment of the Representatives makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares being
delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;
(i) The Shares at such Time of Delivery shall have been duly
listed for quotation on the Nasdaq National Market;
(j) The Company has obtained and delivered to the Underwriters
executed copies of an agreement from each officer and director of the
Company, substantially to the effect set forth in Subsection 1(b)(iv)
hereof in form and substance satisfactory to you;
(k) The Company shall have complied with the provisions of
Section 5(c) hereof with respect to the furnishing of prospectuses on
the New York Business Day next succeeding the date of this Agreement;
and
(l) The Company and the Selling Stockholders shall have
furnished or caused to be furnished to you at such Time of Delivery
certificates of officers of the Company and of the Selling
Stockholders, respectively, satisfactory to you as to the accuracy of
the representations and warranties of the Company and the Selling
Stockholders, respectively, herein at and as of such Time of Delivery,
as to the performance by the Company and the Selling Stockholders of
all of their respective obligations hereunder to be performed at or
prior to such Time of Delivery, and as to such other matters as you may
reasonably request, and the Company shall have furnished or caused to
be furnished certificates as to the matters set forth in subsections
(a) and (f) of this Section.
8. (a) The Company and each of the Principal Selling Stockholders (as
defined below), jointly and severally, will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company and the Principal
Selling Stockholders shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein; provided further however, that the liability of
each Principal Selling Stockholder pursuant to this Section 8 shall not exceed
the aggregate gross proceeds received by such Principal Selling Stockholder
hereunder. For purposes of this Agreement, the Principal Selling Stockholders
shall mean the Selling Stockholders identified on Schedule II except Neil
Bradford, William Reeve and Robert Dowson. Neil Bradford, William Reeve and
Robert Dowson are each individually referred to herein as an "Additional Selling
Stockholder" and collectively referred to herein as the "Additional Selling
Stockholders."
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<PAGE> 19
(b) Each of the Additional Selling Stockholders will
indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, the
Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by such Selling Stockholder expressly for use
therein; and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses
are incurred; provided, however, that such Selling Stockholder shall
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any
Preliminary Prospectus, the Registration Statement or the Prospectus or
any such amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein; provided
however, that the liability of each such Additional Selling Stockholder
pursuant to this Section 8 shall not exceed the aggregate gross
proceeds received by such Additional Selling Stockholder hereunder.
(c) Each Underwriter will indemnify and hold harmless the
Company and each Selling Stockholder against any losses, claims,
damages or liabilities to which the Company or such Selling Stockholder
may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through Goldman, Sachs & Co. expressly for use therein; and
will reimburse the Company and each Selling Stockholder for any legal
or other expenses reasonably incurred by the Company or such Selling
Stockholder in connection with investigating or defending any such
action or claim as such expenses are incurred.
(d) Promptly after receipt by an indemnified party under
subsection (a) (b) or (c) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against
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<PAGE> 20
any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or
any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to,
any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.
(e) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a), (b) or (c) above in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received
by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other from the offering of the Shares. If, however,
the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give
the notice required under subsection (d) above, then each indemnifying
party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company
and the Selling Stockholders on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholders
on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling
Stockholders bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the Company or the Selling Stockholders on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Company, each of the Selling Stockholders
and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (e) were determined by pro
rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (e). The amount paid or payable by an indemnified party
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<PAGE> 21
as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (e) shall be
deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Shares underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (e) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(f) The obligations of the Company and the Selling
Stockholders under this Section 8 shall be in addition to any liability
which the Company and the respective Selling Stockholders may otherwise
have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the
Act; and the obligations of the Underwriters under this Section 8 shall
be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Company (including any person who,
with his or her consent, is named in the Registration Statement as
about to become a director of the Company) and to each person, if any,
who controls the Company or any Selling Stockholder within the meaning
of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the Company and
the Selling Stockholders that you have so arranged for the purchase of such
Shares, or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Shares, you or the Company and the Selling
Stockholders shall have the right to postpone a Time of Delivery for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Shares.
(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by
you and the Company and the Selling Stockholders as provided in
subsection (a) above, the aggregate number of such Shares which remains
unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company
and the Selling Stockholders shall have the right to require each
non-defaulting Underwriter to purchase the number of Shares
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<PAGE> 22
which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the number of Shares which
such Underwriter agreed to purchase hereunder) of the Shares of such
defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by
you and the Company and the Selling Stockholders as provided in
subsection (a) above, the aggregate number of such Shares which remains
unpurchased exceeds one-eleventh of the aggregate number of all of the
Shares to be purchased at such Time of Delivery, or if the Company and
the Selling Stockholders shall not exercise the right described in
subsection (b) above to require non-defaulting Underwriters to purchase
Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of
the Underwriters to purchase and of the Selling Stockholders to sell
the Optional Shares shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company or the Selling
Stockholders, except for the expenses to be borne by the Company and
the Selling Stockholders and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Stockholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Stockholder, and shall survive delivery of and payment for the
Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company will
reimburse the Underwriters through you for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company and the Selling
Stockholders shall then be under no further liability to any Underwriter in
respect of the Shares not so delivered except as provided in Sections 6 and 8
hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Stockholder made or given by any
or all of the Attorneys-in-Fact for such Selling Stockholder.
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<PAGE> 23
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration
Department; if to any Selling Stockholder shall be delivered or sent by mail,
telex or facsimile transmission to counsel for such Selling Stockholder at its
address set forth in Schedule II hereto; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall
be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire or telex
constituting such Questionnaire, which address will be supplied to the Company
or the Selling Stockholders by you on request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel and the Custodian, if any counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Company and each of the Selling Stockholders. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company and the Selling Stockholders
for examination, upon request, but without warranty on your part as to the
authority of the signers thereof.
-23-
<PAGE> 24
Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing
and binding Power-of-Attorney which authorizes such Attorney-in-Fact to take
such action.
Very truly yours,
Forrester Research, Inc.
By:
-----------------------------------
Name:
Title:
George F. Colony
Neil Bradford
William Reeve
Mary A. Modahl
William M. Bluestein, Ph.D.
Susan M. Whirty
Emily Nagle Green
Robert Dowson
Joel Blenner
John W. Boynton
Stanley Dolberg
Timothy M. Riley
Richard C. Belanger
Robert M. Galford
By:
-----------------------------------
Name:
Title:
As Attorney-in-Fact acting on
behalf of each of the Selling
Stockholders named in Schedule II
to this Agreement.
Accepted as of the date hereof
Goldman, Sachs & Co.
Adams, Harkness & Hill, Inc.
Thomas Weisel Partners LLC
FAC/Equities, a division of
First Albany Corporation
William Blair & Company, L.L.C.
By: ________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
-24-
<PAGE> 25
SCHEDULE I
Number of Optional
Shares to be
Total Number of Purchased if
Firm Shares Maximum Option
Underwriter to be Purchased Exercised
----------- --------------- ------------------
Goldman, Sachs & Co........................
Adams Harkness & Hill, Inc.................
Thomas Weisel Partners LLC.................
FAC/Equities, a division of First Albany
Corporation..............................
William Blair & Company, L.L.C.............
--------- -------
Total............................... 2,843,000 426,450
========= =======
-25-
<PAGE> 26
SCHEDULE II
<TABLE>
<CAPTION>
Number of Optional Shares
Total Number to be Sold
of Firm Shares if Maximum
to be Sold Option Exercised
-------------- -------------------------
<S> <C> <C>
The Company.......................................................... 200,000 426,450
The Selling Stockholder(s)(a):
George F. Colony............................................ 2,000,000
Neil Bradford............................................... 80,000
William Reeve............................................... 70,000
Mary A. Modahl.............................................. 100,000
William M. Bluestein, Ph.D.................................. 100,000
Susan M. Whirty............................................. 40,000
Emily Nagle Green........................................... 40,000
Robert Dowson............................................... 22,000
Joel Blenner................................................ 75,000
John W. Boynton............................................. 4,000
Stanley Dolberg............................................. 40,000
Timothy M. Riley............................................ 40,000
Richard C. Belanger......................................... 24,000
Robert M. Galford........................................... 8,000
Total....................................................... 2,843,000 426,450
========= =======
</TABLE>
(a) Each Selling Stockholder is represented by Ropes & Gray, One International
Place, Boston, Massachusetts 02110 and has appointed George F. Colony and Susan
M. Whirty and each of them, as the Attorneys-in-Fact for such Selling
Stockholder.
-26-
<PAGE> 1
[ROPES & GRAY letterhead]
February 4, 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-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 3,269,450 shares of common stock, $.01 par value (the "Shares"),
of Forrester Research, Inc., a Delaware corporation (the "Company"). The Shares
are to be sold pursuant to an underwriting agreement (the "Underwriting
Agreement") to be entered into among the Company, the stockholders of the
Company named on Schedule II thereto (the "Selling Stockholders") and Goldman,
Sachs & Co., Adams, Harkness & Hill, Inc., Thomas Weisel Partners LLC,
FAC/Equities and William Blair & Company, as representatives of the underwriters
named therein.
We have acted as counsel for the Company and the Selling Stockholders
in connection with the issuance and sale by the Company, and the sale by the
Selling Stockholders, of the Shares. For purposes of this opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary. For purposes of this opinion, we have
assumed that (i) the amendment (the "Amendment") to the Company's Restated
Certificate of Incorporation (the "Restated Certificate") authorized by the
Company's Board of Directors on December 17, 1999 increasing the number of
authorized shares of Common Stock to 125,000,000 shares has been approved by a
majority of the shares of the Common Stock entitled to vote on the Amendment in
accordance with law and the Company's Restated Certificate and (ii) a
certificate of amendment to the Restated Certificate with respect to the
Amendment has been properly filed with the Secretary of State of Delaware in
accordance with the laws of the State of Delaware.
<PAGE> 2
Forrester Research, Inc. -2- February 4, 2000
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 the Shares have been
duly authorized and, when the Shares to be sold by the Selling Stockholders that
are issuable upon the exercise of options issued by the Company, have been
issued in accordance with the terms of such options and the Company's stock
option plan and sold pursuant to the Underwriting Agreement, and when the Shares
to be issued and sold by the Company pursuant to the Underwriting Agreement have
been issued and sold and the Company has received the consideration therefor in
accordance with the terms of the Underwriting Agreement, 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 and to the use of our name therein and in the related
prospectus under the caption "Validity of Common Stock".
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,
Ropes & Gray
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 2, 2000
<TABLE> <S> <C>
<ARTICLE> 5 <LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999 AND THE CONSOLIDATED
STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REGISTRATION STATEMENT ON FORM S-3.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 13,445
<SECURITIES> 85,342
<RECEIVABLES> 37,568
<ALLOWANCES> 580
<INVENTORY> 0
<CURRENT-ASSETS> 145,954
<PP&E> 19,117
<DEPRECIATION> 7,498
<TOTAL-ASSETS> 159,393
<CURRENT-LIABILITIES> 80,588
<BONDS> 0
0
0
<COMMON> 194
<OTHER-SE> 78,611
<TOTAL-LIABILITY-AND-EQUITY> 159,393
<SALES> 0
<TOTAL-REVENUES> 87,268
<CGS> 0
<TOTAL-COSTS> 27,715
<OTHER-EXPENSES> 45,693
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,570
<INCOME-TAX> 6,589
<INCOME-CONTINUING> 17,570
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,981
<EPS-BASIC> 0.61
<EPS-DILUTED> 0.55
</TABLE>
