- Notification that Quarterly Report will be submitted late (NT 10-Q)
November 10 2009 - 3:02PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number
1-33472
NOTIFICATION OF LATE FILING
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(Check
one):
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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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September 30, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition
Period Ended:
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Nothing in this form shall be
construed to imply that the Commission has verified any information contained
herein.
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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
TechTarget,
Inc.
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Full Name of
Registrant:
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[Not
applicable.]
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Former Name if
Applicable:
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117
Kendrick Street, Suite 800
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Address of
Principal Executive Office
(Street and
Number)
:
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Needham,
MA 02494
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City, State and
Zip Code:
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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)
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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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o
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(b)
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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)
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The accountants
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
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K, 20
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F, 11
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K, 10
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Q, 10
-
D, N
-
SAR, N
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CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
The Companys Form 10-Q for the period ended September 30,
2009 could not be filed within the prescribed time period because the Company
recently identified an improper accounting practice relating to certain
customer credits that were improperly eliminated as liabilities on the Companys
balance sheet. The Company believes that the result of this practice was that
expenses were understated (overstated) by approximately $353,000 in 2007,
$426,000 in 2008 and ($15,000) in 2009.
As a result, the Company is delaying the filing of its Quarterly Report
on Form 10-Q for the third quarter of 2009, and the Audit Committee of the
Companys Board of Directors is currently conducting an investigation into this
matter. The Company currently believes that the improper accounting practice
was limited to a single individual. The Companys expectations concerning the
nature and materiality of these or any other improper accounting activity that
may be discovered in the course of its investigation are subject to change
based on the final outcome of the investigation.
As a result of the Companys efforts to complete the
investigation into the accounting practice, the Company will not be able to
file its Form 10-Q for the third quarter of 2009 until after the
prescribed time period.
PART IV OTHER INFORMATION
(1)
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Name and
telephone number of person to contact in regard to this notification:
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Eric Sockol at
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(781)
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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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x
Yes
o
No
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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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o
Yes
x
No
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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.
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For the reasons discussed
above, the Company has not completed its review of its financial results for
the third quarter of 2009 and, therefore, a reasonable estimate of the
results cannot be made at this time as to whether there will be any
significant change in results of operations from the third quarter of 2008
that will be reflected by the earnings statements to be included in the
Companys 10-Q for the third quarter of 2009.
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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:
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November 10,
2009
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By:
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/s/ ERIC SOCKOL
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Name:
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Eric Sockol
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Title:
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Chief Financial
Officer and Treasurer
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