RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 7, 2009, the Company issued a press release announcing our financial results for the fiscal quarter ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K report.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01

Other Events

On May 7, 2009, the Company issued a press release announcing that our Board of Directors had amended the Employee Stock Purchase Plan of the Company (the "Plan") to conform with guidelines provided to us by the RiskMetrics Group. (See Item 1.01 of this Form 8-K Report for a description of the amendments to the Plan. The amended Plan is filed as Exhibit 10.2 to this Form 8-K Report.)

As disclosed in the press release, as a result of the amendments made to the Plan, RickMetrics notified us that it would recommend that the shareholders of the Company vote in favor of a resolution at our annual meeting on May 14, 2009 authorizing an increase in the number of common shares to be reserved for the grant of options under the Plan by an additional 2,000,000 common shares. (For more information regarding the resolution, see our Definitive Proxy Statement filed with the Commission on April 23, 2009.) A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K report.

ITEM 9.01