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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 1999
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The Corporate Executive Board Company
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(Exact name of registrant as specified in its charter)
Delaware 000-24799 52-2056410
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 New Hampshire Avenue, N.W. Washington, D.C. 20037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202) 777-5000
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(Former name and former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On February 26, 1999, the Company filed with the Secretary of State of the
State of Delaware Certificate of Retirement of the Class A Voting Common Stock
and the Class B Non-Voting Common Stock of The Corporate Executive Board
Company, pursuant to which all of the outstanding shares of the Class A Voting
Common Stock and the Class B Non-Voting Common Stock of the Company were retired
and no shares thereof will be issued.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Corporate Executive Board Company
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(Registrant)
Date March 2, 1999 /s/ James J. McGonigle
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James J. McGonigle, Chief Executive Officer
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Exhibit Index
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Exhibit No. Description
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1 Certificate of Retirement of the Class A Voting Common Stock and
the Class B Non-Voting Common Stock of The Corporate Executive
Board Company
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CERTIFICATE OF RETIREMENT OF THE
CLASS A VOTING COMMON STOCK AND THE
CLASS B NON-VOTING COMMON STOCK
OF THE CORPORATE EXECUTIVE BOARD COMPANY
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
The Corporate Executive Board Company, a corporation organized and existing
under The General Corporation Law of the State of Delaware (the "Company"), in
accordance with the provisions of Section 243(b) of the General Corporation Law
of the State of Delaware, hereby certifies as follows:
1. That the Corporation filed a Second Amended and Restated Certificate
of Incorporation of the Corporation in the office of the Secretary of State of
the State of Delaware on February 18, 1999 which designated 17,200 shares of
Class A Voting Common Stock ("Voting Common Stock") and 13,171,760 shares of
Class B Non-Voting Common Stock ("Non-Voting Common Stock");
2. That all shares of Voting Common Stock and Non-Voting Common Stock
have been retired and no shares of Voting Common Stock or Non-Voting Common
Stock are outstanding and no shares thereof will be reissued subject to said
Second Amended and Restated Certificate of Incorporation.
3. That the Board of Directors of the Company has adopted the following
resolutions:
RESOLVED, that upon the automatic conversion of all of the shares of Class
A Stock and Class B Stock as provided in the Second Amended and Restated
Certificates of Incorporation of the Company, all of the shares of Class A
Stock and the Class B Stock shall be retired; and be it further
RESOLVED, that upon the retirement of the Class A Stock and the Class B
Stock, the capital of the Company shall be reduced by the capital
represented by such retired shares of Class A Stock and Class B Stock; and
be it further
RESOLVED, that, upon the automatic conversion of all of the shares of Class
A Stock and Class B Stock as provided in the Second Amended and Restated
Certificate of Incorporation of the Company and the retirement of such
shares, the officers of the Company are hereby authorized and directed to
cause a certificate meeting the requirements of Section 243(b) of the
Delaware General Corporation Law to be filed with the Secretary of State of
the State of Delaware stating that (i) the reissuance of the shares of
Class A Stock and Class B Stock is prohibited after such conversion and
retirement, (ii) identifying the shares of Class A Stock and Class B Stock
and (iii) reciting that such shares of Class A Stock and Class B Stock have
been retired as provided in the Second Amended and Restated Certificate of
Incorporation of the Company, which certificate shall have the effect of
amending the Second Amended and Restated Certificate of
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Incorporation of the Company so as to eliminate therefrom all reference to
the Class A Stock and the Class B Stock as provided in Section 243(b) of
the Delaware General Corporation Law.
4. That, accordingly, all matters set forth in the Second Amended and
Restated Certificate of Incorporation with respect to such Voting Common Stock
and Non-Voting Common Stock referred to in paragraph 1 above be, and hereby are,
eliminated from the Second Amended and Restated Certificate of Incorporation of
the Company.
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IN WITNESS WHEREOF, the Company has caused this certificate to be signed
by Clay M. Whitson, its authorized officer, this 26th day of February, 1999.
THE CORPORATE EXECUTIVE BOARD COMPANY
By: /s/ Clay M. Whitson
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Name: Clay M. Whitson
Title: Secretary
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