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As filed with the Securities and Exchange Commission on June 6, 2000
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2797789
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED FORRESTER RESEARCH, INC.
1996 EQUITY INCENTIVE PLAN
---------------------------
(Full title of the plan)
SUSAN WHIRTY MAFFEI, ESQ.
Chief Financial Officer and General Counsel
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
(617) 497-7090
(617) 868-0577 (Fax)
--------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
to be registered registered OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.01 3,000,000 shares $52.625 $157,875,000 $41,679
</TABLE>
(1) The offering price per share and the maximum aggregate offering price have
been estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of Forrester Research, Inc. Common Stock, par value $0.01 per share,
reported on the Nasdaq National Market on May 30, 2000.
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EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction E
on Form S-8, to register 3,000,000 additional securities to be offered pursuant
to the Amended and Restated Forrester Research, Inc. 1996 Equity Incentive Plan
(the "1996 Plan") of Forrester Research, Inc. (the "Registrant" or the
"Company"). A registration statement on Form S-8 (No. 333- 22749), filed with
the Commission on March 4, 1997 to register 5,800,000 shares of common stock
offered pursuant to the 1996 Plan and the 1996 Stock Option Plan for
Non-Employee Directors and a registration statement on Form S-8 (No. 333-96393),
filed with the Commission on February 8, 2000 to register 5,000,000 shares of
common stock offered pursuant to the 1996 Plan are currently effective and are
hereby incorporated herein by reference.
All references to shares of Company common stock have been adjusted to
reflect the stock split effected in the form of a 100% stock dividend on
February 7, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
this 6th day of June, 2000.
FORRESTER RESEARCH, INC.
By: /s/ Susan Whirty Maffei
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Name: Susan Whirty Maffei
Title: Chief Financial Officer,
Vice President, Operations and
General Counsel
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George F. Colony and Susan Whirty Maffei,
with full power of substitution, to execute in the name of and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, and any subsequent registration statement for the same
offering that may be filed under Rule 462(b) under the Securities Act, and to
file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement and any subsequent
registration statement under Rule 462(b) as the person(s) so acting deems
appropriate.
Signature Title Date
--------- ----- ----
/s/ George F. Colony
------------------------- Chief Executive Officer June 6, 2000
George F. Colony and Chairman of the
Board
/s/ William M. Bluestein
------------------------- President, Chief Operating June 6, 2000
William M. Bluestein Officer and Director
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/s/ Robert M. Galford
---------------------- Director June 6, 2000
Robert M. Galford
/s/ George R. Hornig
---------------------- Director June 6, 2000
George R. Hornig
/s/ Michael H. Welles
---------------------- Director June 6, 2000
Michael H. Welles
/s/ Henk W. Broeders
---------------------- Director June 6, 2000
Henk W. Broeders
-4-
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EXHIBIT INDEX
Number Title of Exhibit Page
------ ---------------- ----
5 Opinion of Ropes & Gray 6
23.1 Consent of Arthur Andersen LLP 7
23.2 Consent of Ropes & Gray
(contained in the opinion filed as
Exhibit 5 hereto) 6
24 Power of Attorney (included as
part of the signature page filed
herewith) 3
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