- Notification that Annual Report will be submitted late (NT 10-K)
March 16 2009 - 4:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________________
FORM
12b-25
Commission
File Number 1-33472
NOTIFICATION
OF LATE FILING
(Check
One):
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Form
10-K
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Form
20-F
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Form
11-K
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Form
10-Q
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Form
10-D
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Form
N-SAR
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Form
N-CSR
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For
Period Ended:
December 31,
2008
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Transition
Report on Form 10-K
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Transition
Report on Form 10-Q
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Transition
Report on Form 20-F
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Transition
Report on Form N-SAR
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Transition
Report on Form 11-K
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For the
Transition Period Ended: ______________
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
Full name
of registrant:
TechTarget, Inc
.
Former
name if applicable: [Not applicable.]
Address
of principal executive office (
Street and
number
):
117
Kendrick Street, Suite 800
City,
state and zip code:
Needham,
MA 02494
PART
II
RULE
12b-25 (b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
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(a)
The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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(b)
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20 F, Form 11 K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
Company’s Form 10-K for 2008 could not be filed within the prescribed time
period because, in February 2009 as part of its year-end audit
process, the Company concluded that its methodology for determining the timing
of recognizing revenues for one of its online offerings (webcasts) was improper.
The Company initiated a process for reviewing the period over which it has
historically recognized revenue from its webcast offerings. As disclosed in its
February 12, 2009 Press Release, the Company had been recognizing the majority
of the revenue in the month in which the webcast occurred. The Company has
concluded that the webcast revenues should have been recognized ratably over the
period in which the webcasts were available on the websites of the Company and
its partners, and is changing its revenue recognition policy
accordingly.
In
addition, as part of the process, the Company has retained a third party to
assist the Company in reviewing the timing of recognizing revenues
for additional online offerings covering all periods to be reported in the 2008
Form 10 - K. The Company is working to determine whether it is necessary to
restate its financial statements for any prior period as a result of changes to
its revenue recognition policies with respect to webcasts, as well as certain
other online offerings.
Due to
the reasons described above, the Registrant could not have timely filed the Form
10-K without unreasonable effort or expense, and the Form 10-K will be filed no
later than the fifteenth calendar day following the prescribed due
date.
PART
IV
OTHER
INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification: Eric Sockol at (781)
657-1000.
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been
filed? If the answer is no, identify
report(s).
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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If
so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The
Company currently estimates that 2008 Revenues will be in the range between
$101.5M and $104.5M compared to a Revenue range of $92.7M and $95.7M for 2007.
We estimate that 2008 Net Income will be in the range of $300,000 and
$1.7M compared to 2007 Net Income between $7.2M and $8.6M. At the time of this
filing, final audited amounts cannot be determined due to additional analysis
being performed by the Company and its independent auditors as described in the
“Narrative” in Part III above.
TechTarget,
Inc.
_______________________________
(Name of
Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
March 16, 2009
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By:
_/s/_ERIC D.
SOCKOL________________________
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Name: Eric
D. Sockol
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Title: Chief
Financial Officer
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