Techtarget Inc - Current report filing (8-K)
February 13 2008 - 4:06PM
Edgar (US Regulatory)
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: February 13, 2008
(Date of
earliest event reported)
TECHTARGET,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
1-33472
|
04-3483216
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
117
Kendrick Street, Needham, MA 02494
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 657-1000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 2.02
Results of Operations and Financial Condition
On
February 13, 2008 the Company announced its financial results for the quarter
and fiscal year ended December 31, 2007. The full text of the press release
issued, among other things, in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, regardless of
any general incorporation by reference language in such filing, except as
expressly set forth by specific reference in such a filing
.
Item 4.02(a)
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
On
February 12, 2008, the Company concluded, and the Audit Committee of the Board
of Directors of the Company (the “Committee”) approved, that the Company’s
financial statements for the second and third quarters of 2007, as reported on
Forms 10-Q filed on August 14, 2007 and November 13, 2007, Forms 8-K furnished
on August 7, 2007 and November 7, 2007, and Form 8-K/A furnished on August 10,
2007 (the “Restated Filings”), need to be restated. Accordingly, the Company is
reporting in this filing on Form 8-K today that the applicable previously issued
financial statements and earnings releases should no longer be relied
on
.
The
Company has concluded that it improperly classified a portion of its stock-based
compensation expense in its income tax provision as a permanent tax difference
when such portion should have been classified as a temporary tax difference.
This resulted in an overstatement of the provision for income taxes in the
financial statements included in the Restated Filings. The Company
has determined that its Forms 10-Q for the second and third quarters of 2007
require restatement. The Company anticipates it will file amendments to the
Forms 10-Q within the next 30 days
.
The
restatement will result in a decrease to the provision for income taxes and a
corresponding increase to net income of $534,000 for the three and six months
ended June 30, 2007, and $290,000 and $824,000 for the three and nine months
ended September 30, 2007, respectively. The restatement will also
result in an increase to total assets of $534,000 and $824,000 at June 30, 2007
and September 30, 2007, respectively. Set out in the tables below is
a summary of the changes to the provision for income taxes, net income, and net
income (loss) per common share as a result of the
restatement.
|
|
For
the Three Months Ended June 30, 2007
|
|
|
For
the Six Months Ended June 30, 2007
|
|
In
thousands, except for per share information
|
|
As
previously reported
|
|
|
As
restated
|
|
|
As
previously reported
|
|
|
As
restated
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before provision for income taxes
|
|
$
|
5,340
|
|
|
$
|
5,340
|
|
|
$
|
5,993
|
|
|
$
|
5,993
|
|
Provision
for income taxes
|
|
$
|
2,626
|
|
|
$
|
2,092
|
|
|
$
|
2,962
|
|
|
$
|
2,428
|
|
Net
income
|
|
$
|
2,714
|
|
|
$
|
3,248
|
|
|
$
|
3,031
|
|
|
$
|
3,565
|
|
Net
income (loss) per comon share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.06
|
|
|
$
|
0.07
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
Diluted
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
|
For
the Three Months Ended September 30, 2007
|
|
|
For
the Nine Months Ended September 30, 2007
|
|
In
thousands, except for per share information
|
|
As
previously reported
|
|
|
As
restated
|
|
|
As
previously reported
|
|
|
As
restated
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before provision for income taxes
|
|
$
|
3,400
|
|
|
$
|
3,400
|
|
|
$
|
9,393
|
|
|
$
|
9,393
|
|
Provision
for income taxes
|
|
$
|
1,858
|
|
|
$
|
1,568
|
|
|
$
|
4,820
|
|
|
$
|
3,996
|
|
Net
income
|
|
$
|
1,542
|
|
|
$
|
1,832
|
|
|
$
|
4,573
|
|
|
$
|
5,397
|
|
Net
income (loss) per comon share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
Diluted
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
The
Company’s management and the Committee have discussed this matter with Ernst
& Young LLP, the Company’s independent registered public accounting
firm.
Item
9.01 Financial
Statements and Exhibits
The
following exhibit relating to Item 2.02 shall be deemed to be furnished, and not
filed:
(d)
Exhibits
99.1
Press
Release issued by the Company on February 13, 2008
SIGNATURE
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.
|
TECHTARGET,
INC.
|
|
|
|
|
|
Date:
February 13, 2008
|
By:
|
/s/ Eric
Sockol
|
|
|
|
Eric
Sockol
|
|
|
|
Treasurer
and Chief Financial Officer
|
|
|
|
|
|
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