##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal
    Year Ended September 30, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-27241
 KEYNOTE SYSTEMS, INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

94-3226488(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)777 Mariners Island Blvd,

94404San Mateo, CA

(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (650) 403-2400
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common Stock, $0.001 Par Value Per Share, and the
    Associated Stock Purchase Rights

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




---



##### 





KEYNOTE
    SYSTEMS, INC.
  ANNUAL
    REPORT ON
    FORM 10-K
 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
  TABLE OF
    CONTENTS
   
 PagePART IITEM 1:

Business


4ITEM 1A:

Risk Factors


12ITEM 1B:

Unresolved Staff Comments


22ITEM 2:

Properties


22ITEM 3:

Legal Proceedings


23ITEM 4:

Submission of Matters to a Vote of Security
    Holders


24ITEM 4A:

Executive Officers


24PART IIITEM 5:

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer
    Purchases of Equity Securities


26ITEM 6:

Selected Consolidated Financial Data


29ITEM 7:

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30ITEM 7A:

Quantitative and Qualitative Disclosures About
    Market Risk


50ITEM 8:

Financial Statements and Supplementary Data


51ITEM 9:

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


88ITEM 9A:

Controls and Procedures


88ITEM 9B:

Other Information


88PART IIIITEM 10:

Directors, Executive Officers and Corporate
    Governance


89ITEM 11:

Executive Compensation


89ITEM 12:

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


89ITEM 13:

Certain Relationships and Related Transactions,
    and Director Independence


89ITEM 14:

Principal Accounting Fees and Services


89PART IVITEM 15:

Exhibits, Financial Statement Schedules


89Signatures


93EX-21.01EX-23.01EX-31.1EX-31.2EX-32.1EX-32.2




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FORWARD-LOOKING
    STATEMENTS
  Form 10-Q Form 8-K Form 10-K.
  ® ® ® ® ® ® ® ® ® ® ® ® ® tm tm tm and/or
 3




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##### Table of Contents



PART I  Item 1.
    Business.  Overview
  voice-over-IP
      and/or
  end-to-end
 4




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##### Table of Contents



(650) 403-2400. www.keynote.com Form 10-K, Form 10-Q, Form 8-K,
  Internet
  and/or
    Transaction Perspective Dial-Up
  Application Perspective
 5




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Streaming Perspective
  Test Perspective
  Web Site Perspective
  Voice Perspective end-to-end
    Keynote Diagnostic Services (KDS)
  Enterprise Adapters
  LoadPro
  Performance Scoreboard
  Red Alert
  WebEffective
  Financial Industry Scorecards
  Keynote Competitive Research
 6




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##### Table of Contents



NetMechanic
    Mobile
  Mobile Device Perspective
  Mobile Application Perspective
  SIGOS SITE
  SIGOS Global Roamer
  Segment
    Financial Information and Geographic Information
  Form 10-K.
  Technology
    and Infrastructure
    Measurement
    and Data Collection Infrastructure
   7




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##### Table of Contents



set-up
          Operations
    and Data Centers
    Reporting
    and Analysis Tools
    
    Pager and Email Alerts.  Our customers can be
    notified by email or pager when download times exceed a
    particular value in specific cities or error counts indicate
    that a Web site is unresponsive.
    Daily Email Reports.  Our customers can receive
    a daily email that summarizes the performance and availability
    of measured Web sites and compares them to industry averages for
    the same time period.
    Web-Based Analysis.  Using their Web browsers
    and a password, our customers can access our online interface,
    MyKeynote, to retrieve, view and analyze measurement data in
    multiple formats or utilize a customized Scoreboard interface
    for more complex properties.
    Data Feed.  Our customers can retrieve
    measurement data through an application program interface, or
    API, or through bulk file transfers using an industry-standard
    file-transfer protocol. This allows our customers to incorporate
    our measurement data within their own custom data-analysis
    applications. 8




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Customers
      Sales,
    Marketing and Customer Support
  Sales
    e-business
  Marketing
  e-business
    Professional
    Services
    Customer
    Support and Maintenance
   9




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Development
      Competition
         10




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Intellectual
    Property
    Intellectual
    Property Assets
  ® ® ® ® ® ® ® ® ® ® ® ® ® tm tm tm and/or
      Protection
    of Our Intellectual Property
         11




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##### Table of Contents



Licensed
    Technology
    Foreign
    and Domestic Operations and Geographic Data
    Employees
    Item 1A.
    Risk
    Factors  We
    have incurred in the past and may, in the future, incur losses,
    and we may not sustain profitability.
  Share-Based Payment
 12




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The
    success of our business depends on customers renewing their
    subscriptions for our services and purchasing additional
    services as well as obtaining new customers.
    and/or
  Our
    business could be harmed by adverse economic conditions or
    reduced spending on information technology.
  and/or
  Our
    quarterly financial results are subject to significant
    fluctuations, and if our future results are below the
    expectations of investors, the price of our common stock may
    decline.
    
    Fluctuations of foreign exchange rates;
    The rate of new and renewed subscriptions to our services,
    particularly large customers;
    The effect of the global economic downturn on customers and
    partners;
    The amount and timing of any reductions by our customers in
    their usage of our services;
    Our ability to increase the number of Web sites we measure and
    the scope of services we offer for our existing customers in a
    particular quarter;
    The timing and service period of orders received during a
    quarter, especially from new customers; 13




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
    Our ability to successfully introduce new products and services
    to offset any reductions in revenue from services that are not
    as widely used or that are experiencing decreased demand such as
    some of our Internet services;
    The level of sales of our Mobile products and services and
    timing of customer acceptance during the period;
    The timing and amount of professional services revenue, which is
    difficult to predict because of its dependence on the number of
    professional services engagements in any given period, the size
    of these engagements, and our ability to continue our existing
    engagements and secure new engagements from customers;
    The timing and amount of operating costs, including unforeseen
    or unplanned operating expenses, sales and marketing
    investments, and capital expenditures;
    The timing and amount, if any, of impairment charges related to
    potential write-down of acquired assets in acquisitions or
    charges related to the amortization of intangible assets from
    acquisitions.
    The cost associated with and the integration of future
    acquisitions or divestures;
    Future accounting pronouncements and changes in accounting
    policies; and
    Future macroeconomic conditions in our domestic and
    international markets, as well as the level of discretionary IT
    spending generally.  period-to-period
  The
    market price of our common stock can be volatile.
    If we
    were required to write down all or part of our goodwill, our net
    income and net worth could be materially adversely
    affected.
    Our
    operating results could be harmed if sales of Internet
    subscriptions decline.
   14




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If our
    Mobile services decline, we may not be able to grow our revenue
    and our results of operations will be harmed.
    Improvements
    to the infrastructure of the Internet and mobile networks could
    reduce or eliminate demand for our Internet and Mobile
    services.
    If we
    do not continually improve our services in response to
    technological changes, including changes to the Internet and
    mobile networks, we may encounter difficulties retaining
    existing customers and attracting new customers.
      We
    face competition that could make it difficult for us to acquire
    and retain customers.
   15




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A
    limited number of customers account for a significant portion of
    our revenue, and the loss of a major customer could harm our
    operating results.
    Our
    investment in sales and marketing may not yield increased
    customers or revenue.
   16




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Our
    cash and cash equivalents and short-term investments are managed
    through various banks around the world and the current capital
    and credit market conditions are extremely volatile, putting
    pressure on the ability of banks to provide service levels and
    in some cases to fail, both of which would likely have an
    adverse affect on our ability to timely access
    funds.
      If we
    do not complement our direct sales force with relationships with
    other companies to help market our services, we may not be able
    to grow our business.
        We
    must retain qualified personnel in a competitive marketplace, or
    we may not be able to grow our business.
    If the
    market does not accept our professional services, our results of
    operations could be harmed.
   17




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The
    success of our business depends on the continued use of the
    Internet and mobile networks by business and consumers for
    e-business
    and communications and if usage of these networks declines, our
    operating results and working capital would be
    harmed.
    
    security concerns including the potential for fraud or theft of
    stored data and information communicated over the Internet and
    mobile networks;
    inconsistent quality of service, including outages of popular
    Web sites and mobile networks;
    delay in the development or adoption of new standards;
    inability to integrate business applications with the
    Internet; and
    the need to operate with multiple and frequently incompatible
    products.  The
    inability of our services to perform properly could result in
    loss of or delay in revenue, injury to our reputation or other
    harm to our business.
      A
    disruption to our network infrastructure could impair our
    ability to serve and retain existing customers or attract new
    customers.
       18




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Our
    measurement computers and mobile devices are located at sites
    that we do not own or operate, and it could be difficult for us
    to maintain or repair them if they do not function
    properly.
  day-to-day
  Others
    might bring infringement claims which could harm our
    business.
    Our
    business, which includes our operating results and financial
    condition, is susceptible to additional risks associated with
    international operations.
    non-U.S. dollar non-U.S. dollar
   19




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
    currency exchange rate fluctuations;
    seasonal fluctuations in purchasing patterns;
    unexpected changes in regulatory requirements;
    maintaining and servicing computer hardware in distant locations;
    longer accounts receivable payment cycles and difficulties in
    collecting accounts receivable;
    difficulties in managing and staffing international operations;
    potentially adverse tax consequences, including restrictions on
    the repatriation of earnings;
    the burdens of complying with a wide variety of foreign laws;
    reduced protection for intellectual property rights in some
    countries; and
    political or economic instability, war or terrorism in the
    countries where we are doing business.  e-business
  Industry
    consolidation may lead to stronger competition and may harm our
    operating results.
    Failure
    to maintain effective internal controls may cause us to delay
    filing our periodic reports with the SEC and adversely affect
    our stock price.
  Form 10-K
  We may
    face difficulties assimilating, and may incur costs associated
    with, any future acquisitions.
    
    difficulties in assimilating acquired personnel, operations and
    technologies;
    difficulties in managing a larger organization with
    geographically dispersed operations; 20




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
    unanticipated costs associated with the acquisition or incurring
    of additional unknown liabilities;
    diversion of managements attention from other business
    concerns;
    entry in new businesses in which we have little direct
    experience;
    difficulties in marketing additional services to the acquired
    companies customer base or to our customer base;
    adverse effects on existing business relationships with
    resellers of our services, our customers and other business
    partners;
    the need to integrate or enhance the systems of an acquired
    business;
    impairment charges related to potential write-down of acquired
    assets in acquisitions;
    failure to realize any of the anticipated benefits of the
    acquisition; and
    use of substantial portions of our available cash or dilution in
    equity if stock is used to consummate the acquisition
    and/or
    operate the acquired business.  We
    have anti-takeover protections that may delay or prevent a
    change in control that could benefit our
    stockholders.
    
    our stockholders may take action only at a meeting and not by
    written consent;
    our Board must be given advance notice regarding
    stockholder-sponsored proposals for consideration at annual
    meetings and for stockholder nominations for the election of
    directors; and
    special meetings of our stockholders may be called only by our
    Board of Directors, the Chairman of the Board, our Chief
    Executive Officer or our President, not by our stockholders.    If we
    need to raise additional capital and are unable to do so, our
    business could be harmed.
    If the
    protection of our proprietary technology is inadequate, our
    competitors may gain access to our technology, and our market
    share could decline.
   21




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Changes
    to existing accounting pronouncements or taxation rules or
    practices may cause adverse revenue fluctuations, affect our
    reported financial results or how we conduct our
    business.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties.      ApproximateLocation

Square Footage

Business Purpose

Lease ExpirationPlano, Texas

8,200

Inside sales and support and operations

April 2012Nuremberg, Germany

21,500

Mobile operations, including sales, operations and administration

December 2010      22




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Item 3.
    Legal
    Proceedings.  class-action
    No. 07-1634,
   23




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Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 4A.
    Executive
    Officers.    Name

Age

PositionUmang Gupta


60


Chairman of the Board and Chief Executive OfficerAdil Kaya


42


Managing Director of Keynote SIGOSAndrew Hamer


45


Vice President of Finance and Chief Financial OfficerAnshu Agarwal


40


Vice President of MarketingDonald Aoki


52


Senior Vice President of Keynote Professional ServicesEric Stokesberry


41


Vice President of OperationsJeffrey Kraatz


55


Senior Vice President of Worldwide Sales and ServicesKrishna Khadloya


50


Vice President of EngineeringMartin Löhlein


44


Managing Director of Keynote SIGOSVik Chaudhary


42


Vice President of Product Management and Corporate Development   Umang Gupta
  Adil Kaya
  Andrew Hamer
  Anshu Agarwal
 24




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Donald Aoki
  Eric Stokesberry
  Jeffrey Kraatz e-commerce
  Krishna Khadloya
  Martin Löhlein
  Vik Chaudhary
 25




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Price
    Range of Common Stock
    High


LowFiscal Year ended September 30, 2009:Fourth Quarter

$
11.32


$
7.25Third Quarter


9.24



6.76Second Quarter


9.47



6.61First Quarter


13.52



6.34Fiscal Year ended September 30, 2008:Fourth Quarter

$
14.31


$
10.94Third Quarter


13.95



10.80Second Quarter


14.40



9.00First Quarter


15.48



12.89       
    Fluctuations of foreign exchange rates;
    The rate of new and renewed subscriptions to our services,
    particularly large customers;
    The effect of the global economic downturn on customers and
    partners;
    The amount and timing of any reductions by our customers in
    their usage of our services;
    Our ability to increase the number of Web sites we measure and
    the scope of services we offer for our existing customers in a
    particular quarter;
    The timing and service period of orders received during a
    quarter, especially from new customers;
    Our ability to successfully introduce new products and services
    to offset any reductions in revenue from services that are not
    as widely used or that are experiencing decreased demand such as
    some of our Internet services;
    The level of sales of our Mobile products and services and
    timing of customer acceptance during the period;
    The timing and amount of professional services revenue, which is
    difficult to predict because of its dependence on the number of
    professional services engagements in any given period, the size
    of these engagements, and our ability to continue our existing
    engagements and secure new engagements from customers;
    The timing and amount of operating costs , including unforeseen
    or unplanned operating expenses, sales and marketing
    investments, and capital expenditures; 26




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
    The timing and amount, if any, of impairment charges related to
    potential write-down of acquired assets in acquisitions or
    charges related to the amortization of intangible assets from
    acquisitions;
    The cost associated with the integration of future acquisitions
    or divestitures;
    Changes in income tax law in the jurisdictions that we conduct
    business;
    Future accounting pronouncements and changes in accounting
    policies; and
    Future macroeconomic conditions in our domestic and
    international markets, as well as the level of discretionary IT
    spending generally.  period-to-period
  Dividend
    Policy
    Purchases
    of Equity Securities
   27




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##### Table of Contents



Stock
    Price Performance Graph
      Cumulative
    Total Return
  
  30-Sep-04



30-Sep-05



30-Sep-06



30-Sep-07



30-Sep-08



30-Sep-09Keynote Systems, Inc.


$
100



$
92



$
74



$
97



$
94



$
67NASDAQ Composite Index


$
100



$
113



$
119



$
142



$
110



$
112iShares S&P North Amer
    Tech-Software


$
100



$
119



$
126



$
145



$
128



$
126  28




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Item 6.
    Selected
    Consolidated Financial Data.  Form 10-K. Form 10-K.
  2009


2008(2)


2007(1)


2006


2005(In thousands, except per share data)Statement of Operations Data:Total revenue, net

$
80,107


$
76,908


$
67,754


$
55,508


$
53,692Net income (loss)


3,257



(2,764
)


(4,691
)


(7,534
)


7,365Basic net income (loss) per share


0.23



(0.18
)


(0.27
)


(0.41
)


0.37Diluted net income (loss) per share


0.23



(0.18
)


(0.27
)


(0.41
)


0.35Shares used in computing basic and diluted net income (loss) per
    share:Basic


14,323



15,522



17,533



18,278



19,677Diluted


14,394



15,522



17,533



18,278



20,860   As of September 30,2009


2008(2)


2007(1)


2006


2005(In thousands)Balance Sheet Data:Cash, cash equivalents and short-term investments

$
57,968


$
49,331


$
107,935


$
90,751


$
133,803Total assets


182,219



175,844



229,480



199,152



209,828Long-term portion of capital lease obligation






17



31



50



27Total stockholders equity


150,020



137,511



190,885



173,389



193,918     (1)
    
    The results of operations for fiscal 2007 included net tax
    expense of $4.1 million that included deferred income tax
    expense totaling approximately $5.5 million associated with
    the increase in the valuation allowance against our net deferred
    tax assets.(2)
    
    The results of operations for fiscal 2008 included net tax
    expense of $1.0 million that included deferred income tax
    expense totaling approximately $3.1 million associated with
    the increase in the valuation allowance against our net deferred
    tax assets. In addition, subsequent to the issuance of our
    consolidated financial statements for the year ended
    September 30, 2008, we determined that foreign exchange
    losses previously presented in the consolidated statement of
    operations should have been classified in accumulated other
    comprehensive income. Consequently, corrections have been made
    to reduce other income (expenses) in the consolidated statements
    of operations by $336,000 to a corrected balance of $(699,000),
    from the balance of approximately $(1.0) million previously
    reported. Correspondingly, net loss for the year ended
    September 30, 2008 has decreased from approximately
    $(3.1) million as previously reported, to approximately
    $(2.8) million, while basic and diluted loss per share has
    increased from $(0.20) as previously reported, to $(0.18).
    Corresponding corrections have also been made in the
    consolidated balance sheet as of September 30, 2008, which
    decrease accumulated deficit by $336,000, from approximately
    $(143.2) million to $(142.9) million, and reduce
    accumulated other comprehensive income by $336,000, from
    approximately $5.4 million to $5.1 million.   29




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Except for historical information, this Report contains
    forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. These
    forward-looking statements involve risks and uncertainties,
    including, among other things, statements regarding our
    anticipated costs and expenses and revenue mix. Forward-looking
    statements include, among others, those statements including the
    words expects, anticipates,
    intends, believes and similar language.
    Our actual results may differ significantly from those projected
    in the forward-looking statements. Factors that might cause or
    contribute to such differences include, but are not limited to,
    those discussed in Item 1A Risk Factors. You
    should carefully review the risks described in other documents
    we file from time to time with the Securities and Exchange
    Commission, including the Quarterly Reports on
    Form 10-Q
    or Current Reports on
    Form 8-K
    that we file in the current fiscal year. You are cautioned not
    to place undue reliance on the forward-looking statements, which
    speak only as of the date of this Annual Report on
    Form 10-K.
    Except as required by law, we undertake no obligation to
    publicly release any revisions to the forward-looking statements
    or reflect events or circumstances after the date of this
    document.
  Overview
  voice-over-IP on-demand
  and/or
     30




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Critical
    Accounting Policies and Estimates
  Form 10-K
  
    Revenue recognition
    Allowance for doubtful accounts and billing allowance
    Inventories and inventory valuation
    Allocation of purchase price for business combinations
    Goodwill, identifiable intangible assets, and long-lived assets
    Stock-based compensation
    Income taxes, deferred income tax assets and deferred income tax
    liabilities  Revenue
    Recognition
  Revenue Recognition 605-25-30 00-21 Revenue Arrangements with Multiple Deliverables 985-605-15 No. 97-2, Software Revenue Recognition 985-605-15-3 03-5, Applicability of AICPA Statement of Position
    97-2 to
    Non-Software Deliverables in an Arrangement Containing
    More-Than-Incidental
    Software
  
    Persuasive evidence of an arrangement exists,
    Delivery of the product or service has occurred,
    Fee is fixed or determinable, and
    Collection is deemed reasonably assured. 31




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customer-by-customer
    Subscription Services Revenue: 605-25-30,
      Ratable Licenses Revenue: 985-605-15, 985-605-15-3.
      Professional Services Revenue:
 32




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605-25-30.
  Deferred Revenue:
      Domestic


International


Total(In thousands)Net deferred revenue

$
5,880


$
12,948


$
18,828Addback: unpaid deferred revenue


1,665



1,810



3,475Gross deferred revenue at September 30, 2009

$
7,545


$
14,758


$
22,303Net deferred revenue

$
5,982


$
13,951


$
19,933Addback: unpaid deferred revenue


2,425



2,331



4,756Gross deferred revenue at September 30, 2008

$
8,407


$
16,282


$
24,689   Allowance
    for Doubtful Accounts and Billing Allowance
   33




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Inventories
    and Inventory Valuation
  first-in,
      Allocation
    of Purchase Price for Business Combinations
    Goodwill,
    Identifiable Intangibles Assets, and Long-Lived
    Assets
      
    significant changes in the manner of our use of the acquired
    assets or the strategy of our overall business;
    significant negative industry or economic trends;
    significant decline in our stock price for a sustained
    period; and
    our market capitalization relative to net book value. 34




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and/or
    Stock-based
    Compensation
    Income
    Taxes, Deferred Income Tax Assets and Deferred Income Tax
    Liabilities
        740-10 Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109 740-10 740-10
 35




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36




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##### Table of Contents



Results
    of Operations
    Year Ended September 30,2009


2008


2007Net revenue:Subscription services


56.9
%


58.9
%


63.0
%Ratable licenses


30.8



28.4



19.5Professional services


12.3



12.7



17.5Total revenue, net


100.0



100.0



100.0Costs and expenses:Costs of revenue:Direct costs of subscription services


10.8



10.8



12.4Direct costs of ratable licenses


7.6



8.5



6.8Direct costs of professional services


7.4



9.2



12.0Development


15.3



16.4



17.1Operations


10.3



11.2



11.3Amortization of intangible assets  software


1.4



1.3



1.1Sales and marketing


29.8



33.4



29.8General and administrative


12.9



13.2



14.5Excess occupancy income


(1.3
)


(1.5
)


(0.4
)Amortization of intangible assets  other


1.3



2.8



3.2Lease abandonment expense


0.8



0.0



0.0Total costs and expenses


96.3



105.3



107.8Income (loss) from operations


3.7



(5.3
)


(7.8
)Interest income


1.1



3.9



7.0Other income (expenses)


0.6



(0.9
)


0.0Provision for income taxes


(1.3
)


(1.3
)


(6.1
)Net income (loss)


4.1
%


(3.6
)%


(6.9
)%   Net
    Revenue
  2009


% Change


2008


% Change


2007(In thousands)Net revenue:Subscription services

$
45,597



1
%

$
45,314



6
%

$
42,662Ratable licenses


24,623



13
%


21,820



65
%


13,220Professional services


9,887



1
%


9,774



(18
)%


11,872Total Revenue, net

$
80,107






$
76,908






$
67,754   Subscription
    Services.
     37




---



##### Table of Contents



Ratable
    Licenses.
        Professional
    Services.
       38




---



##### Table of Contents



Subscription


Ratable


ProfessionalServices


Licenses


ServicesInternet Test and Measurement:Application Perspective


XDiagnostic Services


XEnterprise Adapters


XFinancial Industry Scorecards


X







XLoadPro


X







XNetMechanic


XPerformance Scoreboard


XProfessional Services










XRed Alert


XStreaming Perspective


XTest Perspective


XTransaction Perspective


XWebEffective


X







XWeb Site Perspective


XVoice Perspective


X







XMobile Test and Measurement:Mobile Device Perspective


XMobile Application Perspective


XSIGOS SITE






XSIGOS Global Roamer


X     2009


% Change


2008


% Change


2007Internet Subscriptions

$
37,582



(2
)%

$
38,432



0
%

$
38,314Internet Engagements


9,887



1
%


9,774



(18
)%


11,872Total Internet net revenue


47,469



(2
)%


48,206



(4
)%


50,186Mobile Subscription


8,015



16
%


6,882



58
%


4,348Mobile Ratable Licenses


24,623



13
%


21,820



65
%


13,220Total Mobile net revenue


32,638



14
%


28,702



63
%


17,568Total net revenue

$
80,107



4
%

$
76,908



14
%

$
67,754     2009


2008


2007Internet Net Revenue


59
%


63
%


74
%Mobile Net Revenue


41



37



26Total Net Revenue


100
%


100
%


100
%    39




---



##### Table of Contents



Costs
    and Expenses:
  Direct Costs of Subscription Services, Ratable Licenses and
    Professional Services
  2009

% Change

2008

% Change

2007(In thousands)Direct costs of subscription services

$
8,655



4
%

$
8,324



(1
)%

$
8,389Direct costs of ratable licenses

$
6,079



(7
)%

$
6,558



43
%

$
4,598Direct costs of professional services

$
5,958



(16
)%

$
7,113



(13
)%

$
8,164   Direct
    Costs of Subscription Services.
     40




---



##### Table of Contents



Direct
    Costs of Ratable Licenses.
        Direct
    Costs of Professional Services.
        Development
  2009

% Change

2008

% Change

2007(In thousands)Development

$
12,186



(3
)%

$
12,608



9
%

$
11,559  41




---



##### Table of Contents



Operations
  2009

% Change

2008

% Change

2007(In thousands)Operations

$
8,264



(4
)%

$
8,576



12
%

$
7,673         Sales
    and Marketing
  2009

% Change

2008

% Change

2007(In thousands)Sales and marketing

$
23,863



(7
)%

$
25,705



28
%

$
20,127        42




---



##### Table of Contents



General
    and Administrative
  2009

% Change

2008

% Change

2007(In thousands)General and administrative

$
10,332



2
%

$
10,142



3
%

$
9,856         Excess
    Occupancy Income
  2009


% Change


2008


% Change


2007(In thousands)Rental income

$
(2,605
)


(1
)%

$
(2,584
)


(91
)%

$
(1,353
)Rental and other expenses


1,585



15
%


1,374



26
%


1,088Excess occupancy income

$
(1,020
)


16
%

$
(1,210
)


(357
)%

$
(265
)         Amortization
    of Identifiable Intangible Assets and In-process Research and
    Development
  2009


% Change


2008


% Change


2007(In thousands)Amortization of identifiable
    intangible assets  software

$
1,160



16
%

$
1,000



33
%

$
754Amortization of identifiable
    intangible assets  other


1,050



(51
)%


2,148



(2
)%


2,195Total amortization of identifiable intangible assets and
    in-process research and development

$
2,210



(30
)%

$
3,148



7
%

$
2,949  43




---



##### Table of Contents



Technology

Technology

CustomerBased-Software

Based-Other

Based

Trademark

Covenant

Backlog

TotalNet carrying value at September 30, 2009

$
4,703


$
11


$
799


$
674


$
17


$
51


$
6,255   Lease
    abandonment expense
    Interest
    Income and Other Income (Expenses)
  2009


% Change


2008


% Change


2007(In thousands)Interest income

$
853



(72
)%

$
3,025



(36
)%

$
4,759Other income (expenses)


478



168
%


(699
)


(7,667
)%


(9
)Interest income and other income (expenses), net

$
1,331



(43
)%

$
2,326



(51
)%

$
4,750        44




---



##### Table of Contents



Provision
    for Income Taxes
  2009

% Change

2008

% Change

2007(In thousands)Provision for income taxes

$
1,019



(1
)%

$
1,034



(75
)%

$
4,145                    45




---



##### Table of Contents



Liquidity
    and Capital Resources
  As of September 30,2009

2008(In thousands)Cash, cash equivalents and short-term investments

$
57,968


$
49,331Accounts receivable, net

$
6,403


$
7,316Working capital

$
44,749


$
27,108Days sales in accounts receivable (DSO)(a)


30



32     (a)
    
    DSO is calculated as: (ending net accounts receivable / net
    sales for the three month period) multiplied by number of days
    in the period  2009

2008

2007(In thousands)Cash provided by operating activities

$
8,799


$
5,280


$
20,380Cash provided by (used in) investing activities

$
(2,731
)

$
48,142


$
(35,208
)Cash provided by (used in) financing activities

$
2,726


$
(53,646
)

$
11,007   Cash,
    cash equivalents and short-term investments and working
    capital
    Cash
    flows from operating activities
      Comparison
    of Years Ended September 30, 2009 and 2008
   46




---



##### Table of Contents



Comparison
    of Years Ended September 30, 2008 and 2007
  month-to-month
  Cash
    flows from investing activities
    Comparison
    of Years Ended September 30, 2009 and 2008
    Comparison
    of Years Ended September 30, 2008 and 2007
    Cash
    flows from financing activities
    Comparison
    of Years Ended September 30, 2009 and 2008
    Comparison
    of Years Ended September 30, 2008 and 2007
   47




---



##### Table of Contents



Commitments
    and Contractual Obligations
      Payment Due by PeriodLess Than


2-3


4-5


More ThanTotal


1 Year


Years


Years


5 YearsContractual Obligations: Capital Leases

$
16


$
16


$



$



$
Contractual Obligations: Operating Leases


2 ,506



923



924



383



276Contingent Commitments: Bandwidth and
    Co-location


1,797



1,511



286







Total

$
4,319


$
2,450


$
1,210


$
383


$
276   740-10,
    and/or
    Off
    Balance Sheet Arrangements
   48




---



##### Table of Contents



Recent
    Accounting Pronouncements
  2009-14, Software (Topic 985): Certain Revenue Arrangements That
    Include Software Elements 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
    Arrangements 2009-14, 2009-13, 2009-14 2009-13
  Fair Value Measurements and Disclosures Fair Value
    Measurements ,
  Business
    Combinations Business Combinations
  810-10-65-1, Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin No. 51 810-10-65-1
 49




---



##### Table of Contents



815-10, Disclosures about Derivative Instruments and Hedging
    Activities 815-10 815-10 815-10
  Determination of
    the Useful Life of Intangible Assets 142-3), ASC 350-20, Goodwill and Other Intangible Assets 350-20
  Item 7A.
    Quantitative
    And Qualitative Disclosures About Market Risk.    Interest Rate Sensitivity.
  Foreign Currency Fluctuations.
 50




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  Keynote
    Systems, Inc. and Subsidiaries
  Index to
    Consolidated Financial Statements
   
 Report of Independent Registered Public
    Accounting Firm


52Consolidated Balance Sheets


53Consolidated Statements of Operations


54Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss)


55Consolidated Statements of Cash Flows


56Notes to Consolidated Financial Statements


57   51




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            740-10 (Accounting for Uncertainty in Income Taxes
     an interpretation of FASB Statement
    No. 109.)
  Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
    52




---



##### Table of Contents



Keynote
    Systems, Inc. and SubsidiariesConsolidated Balance Sheets
  September 30,2009


2008(In thousands, except share amounts and par value)ASSETSCurrent assets:Cash and cash equivalents

$
51,383


$
42,546Short-term investments


6,585



6,785Total cash, cash equivalents and short-term investments


57,968



49,331Accounts receivable, less allowance for doubtful accounts of
    $112 and $118 at September 30, 2009 and 2008, respectively,
    and less billing reserve of $150 at September 30, 2009 and
    2008


6,403



7,316Prepaids, deferred costs and other current assets


3,517



2,909Inventories


1,222



1,081Deferred tax assets


2,913



1,042Total current assets


72,023



61,679Deferred costs and other long-term assets


3,024



2,788Property, equipment and software, net


34,778



36,405Goodwill


66,078



64,396Identifiable intangible assets, net


6,255



8,430Deferred tax assets


61



2,146Total assets

$
182,219


$
175,844LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,147


$
2,505Accrued expenses


8,450



12,767Current portion of capital lease obligation


16



14Notes payable






256Deferred revenue


17,661



19,029Total current liabilities


27,274



34,571Long-term portion of capital lease obligation






17Deferred rent and other long-term liabilities


3,344



2,605Long-term deferred revenue


1,167



904Long-term deferred tax liability


414



236Total liabilities


32,199



38,333Commitments and contingencies (See Note 9)Stockholders equity:Common stock, $0.001 par value; 100,000,000 shares
    authorized; 14,501,176 and 14,095,181 shares issued and
    outstanding as of September 30, 2009 and 2008, respectively


14



14Additional paid-in capital


282,653



275,316Accumulated deficit


(139,614
)


(142,871
)Accumulated other comprehensive income


6,967



5,052Total stockholders equity


150,020



137,511Total liabilities and stockholders equity

$
182,219


$
175,844    53




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Consolidated
    Statements of Operations
  Year Ended September 30,2009


2008


2007(In thousands, except pershare amounts)Net revenue:Subscription services

$
45,597


$
45,314


$
42,662Ratable licenses


24,623



21,820



13,220Professional services


9,887



9,774



11,872Total revenue, net


80,107



76,908



67,754Costs and expensesCosts of revenueDirect costs of subscription services


8,655



8,324



8,389Direct costs of ratable licenses


6,079



6,558



4,598Direct costs of professional services


5,958



7,113



8,164Development


12,186



12,608



11,559Operations


8,264



8,576



7,673Amortization of intangible assets  software


1,160



1,000



754Total costs of revenue


42,302



44,179



41,137Sales and marketing


23,863



25,705



20,127General and administrative


10,332



10,142



9,856Excess occupancy income


(1,020
)


(1,210
)


(265
)Amortization of intangible assets  other


1,050



2,148



2,195Lease abandonment expense


635







Total costs and expenses*


77,162



80,964



73,050Income (loss) from operations


2,945



(4,056
)


(5,296
)Interest income


853



3,025



4,759Other income (expenses)


478



(699
)


(9
)Income (loss) before provision for income taxes


4,276



(1,730
)


(546
)Provision for income taxes


(1,019
)


(1,034
)


(4,145
)Net income (loss)

$
3,257


$
(2,764
)

$
(4,691
)Net income (loss) per share:Basic

$
0.23


$
(0.18
)

$
(0.27
)Diluted

$
0.23


$
(0.18
)

$
(0.27
)Shares used in computing basic and diluted net income (loss) per
    share:Basic


14,323



15,522



17,533Diluted


14,394



15,522



17,533     *
    
    Stock-based compensation by category:  Direct cost of ratable licenses

$
78


$
246


$
190Direct cost of professional services


494



462



470Development


969



993



921Operations


554



644



584Sales and marketing


1,580



1,532



1,280General and administrative


717



680



633    54




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
 Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    (Loss)  AccumulatedAdditional





Other


TotalCommon Stock


Treasury Stock


Paid-in


Accumulated


Comprehensive


Stockholders


ComprehensiveShares


Amount


Shares


Amount


Capital


Deficit


Income


Equity


Income (Loss)(In thousands, except share amounts)Balance as of September 30, 2006


19,072,349


$
19



(2,000,000
)

$
(21,150
)

$
330,398


$
(137,578
)

$
1,700


$
173,389


$
(5,463
)Cumulative effect of the adoption of ASC 250






















2,081







2,081



Balances as of October 1, 2006


19,072,349


$
19



(2,000,000
)

$
(21,150
)

$
330,398


$
(135,497
)

$
1,700


$
175,470


$
(5,463
)Repurchase of common stock










(92,000
)


(1,151
)


(3
)










(1,154
)


Issuance of common stock


1,364,299



1











12,192











12,193



Retirement of treasury stock


(2,000,000
)


(2
)


2,000,000



21,150



(21,148
)














Stock-based compensation


















4,086











4,086



Net loss






















(4,691
)






(4,691
)


(4,691
)Foreign currency translation


























4,828



4,828



4,828Unrealized gain on available-for sale investments


























153



153



153Balance as of September 30, 2007


18,436,648


$
18



(92,000
)

$
(1,151
)

$
325,525


$
(140,188
)

$
6,681


$
190,885


$
290Cumulative effect of the adoption of ASC
    740-10 (See
    Note 1(M))






















81







81



Adjusted balances, October 1, 2007


18,436,648


$
18



(92,000
)

$
(1,151
)

$
325,525


$
(140,107
)

$
6,681


$
190,966


$
290Repurchase of common stock










(5,000,000
)


(59,919
)


(151
)










(60,070
)


Issuance of common stock


750,533



1











6,450











6,451



Retirement of treasury stock


(5,092,000
)


(5
)


5,092,000



61,070



(61,065
)














Stock-based compensation


















4,557











4,557



Net loss






















(2,764
)






(2,764
)


(2,764
)Foreign currency translation


























(1,642
)


(1,642
)


(1,642
)Unrealized gain on available-for sale investments


























13



13



13Balance as of September 30, 2008


14,095,181


$
14






$



$
275,316


$
(142,871
)

$
5,052


$
137,511


$
(4,393
)Issuance of common stock


405,995















2,978











2,978



Stock-based compensation


















4,359











4,359



Net income






















3,257







3,257



3,257Foreign currency translation


























1,915



1,915



1,915Balance as of September 30, 2009


14,501,176


$
14






$



$
282,653


$
(139,614
)

$
6,967


$
150,020


$
5,172    55




---



##### Table of Contents



Keynote
    Systems, Inc. and SubsidiariesConsolidated Statements of Cash Flows
  Year Ended September 30,2009


2008


2007(In thousands)Cash flows from operating activities:Net income (loss)

$
3,257


$
(2,764
)

$
(4,691
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


4,854



5,139



4,581Loss on disposal of assets


27







Stock-based compensation


4,392



4,557



4,078Charges to bad debt and billing adjustment reserves


315



240



355Impairment of short-term investments






98



42(Accretion)/amortization of debt investment (discount)/ premium


3



(464
)


(1,327
)Amortization of identifiable intangible assets


2,210



3,148



2,949Excess tax benefits from stock-based compensation


(12
)






Amortization of prepaid tax asset


821



418



Collection of tax credit receivable within deferred tax assets


637







Deferred tax assets and liabilities, net


(107
)


(26
)


12Changes in assets and liabilities, net of acquired assets and
    assumed liabilities:Accounts receivable


631



(1,622
)


1,138Inventories


(102
)


(23
)


(69
)Prepaids, deferred costs and other assets


(682
)


294



(846
)Accounts payable and accrued expenses


(4,653
)


96



4,103Deferred revenue


(1,706
)


(2,067
)


10,055Prepaid tax asset


(1,086
)


(1,744
)


Net cash provided by operating activities


8,799



5,280



20,380Cash flows from investing activities:Purchases of property, equipment and software


(3,444
)


(5,865
)


(5,540
)Acquired technology






(2,557
)


Purchases of businesses and assets, net


(170
)


(1,697
)


(393
)Earnout payment for acquisition of business










(10,587
)Purchases of short-term investments


(15,918
)


(27,699
)


(93,765
)Maturities and sales of short-term investments


16,801



85,960



75,077Net cash provided by (used in) investing activities


(2,731
)


48,142



(35,208
)Cash flows from financing activities:Payment of lease obligation


(15
)


(26
)


(32
)Payment of notes payable


(249
)






Excess tax benefits from stock-based compensation


12







Proceeds from issuance of common stock and exercise of stock
    options


2,978



6,450



12,193Repurchase of outstanding common stock






(60,070
)


(1,154
)Net cash provided by (used in) financing activities


2,726



(53,646
)


11,007Effect of exchange rate changes on cash and cash equivalents


43



(105
)


1,034Net increase (decrease) in cash and cash equivalents


8,837



(329
)


(2,787
)Cash and cash equivalents at beginning of the year


42,546



42,875



45,662Cash and cash equivalents at end of the year

$
51,383


$
42,546


$
42,875Supplemental cash flow disclosure:Income taxes paid (net of refunds) during the year

$
4,164


$
1,670


$
911Noncash operating and investing activities:Acquisition of property, equipment and software on account at
    year end

$
31


$
113


$
110Retirement of treasury stock

$



$
61,070


$
21,150    56




---



##### Table of Contents



Keynote
    Systems, Inc. and SubsidiariesNotes to Consolidated Financial Statements
  Note 1  Summary
    of Significant Accounting Policies
    (A)
    Basis
    of Presentation    Correction
    of Classification of Short-Term Investments and Foreign Exchange
    Losses
       57




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (B)
    Revenue
    Recognition    
    Persuasive evidence of an arrangement
    exists.  The Company considers a customer signed
    quote, contract, or equivalent document to be evidence of an
    arrangement.
    Delivery of the product or service has
    occurred.  For subscription services, delivery is
    considered to occur when the customer has been provided with
    access to the subscription services. The Companys
    subscription services are generally delivered on a consistent
    basis over the period of the subscription. For professional
    services, delivery is considered to occur when the services or
    milestones are completed. For ratable licenses, delivery occurs
    when all elements of the arrangement have either been delivered
    or accepted, if acceptance language exists.
    Fee is fixed or determinable.The Company
    considers the fee to be fixed or determinable if the fee is not
    subject to refund or adjustment and payment terms are standard.
    Collection is deemed reasonably
    assured.  Collection is deemed reasonably assured
    if it is expected that the customer will be able to pay amounts
    under the arrangement as payments become due. If it is
    determined that collection is not reasonably assured, then
    revenue is deferred and recognized upon cash collection.    Subscription Services Revenue:
  605-25-30 Revenue Recognition 605-25-30 00-21, Revenue Arrangements with Multiple Deliverables
       58




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Ratable Licenses Revenue: 985-605-15 985-605-15-3 No. 97-2, Software Revenue Recognition 03-5, Applicability of AICPA Statement of Position
    97-2 to
    Non-Software Deliverables in an Arrangement Containing
    More-Than-Incidental
    Software
      Professional Services Revenue: up-front
  605-25-30.
    Deferred Revenue:
 59




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Deferred Costs:
  (C)
    Use of
    Estimates    (D)
    Financial
    Instruments  Cash and
    Cash Equivalents
  230-10 Statement of
    Cash Flows
  Investments
  available-for-sale. available-for-sale Available-for-sale
  Fair
    Value Measurements
  Fair Value
    Measurements
 60




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 ,
  (E)
    Inventories  first-in,
  (F)
    Property,
    Equipment and Software    (G)
    Accumulated
    Other Comprehensive Income  Reporting Comprehensive Income), available-for-sale available-for-sale
 61




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008Unrealized gain on investments

$



$
10Cumulative translation adjustments


6,967



5,042Accumulated other comprehensive income (loss)

$
6,967


$
5,052     (H)
    Financial
    Instruments and Concentration of Credit Risk            Write-Offs/Balance at


Charged to


Credit





Balance atBeginning


Operations/


Memos





End ofFiscal Years

of Period


Revenue


Issued


Adjustments(1)


Period(2)September 30, 2009

$
268


$
315


$
(321
)

$



$
262September 30, 2008

$
284


$
240


$
(256
)

$



$
268September 30, 2007

$
473


$
355


$
(304
)

$
(240
)

$
284     (1)
    
    Adjustment for $240,000 to fiscal 2007 beginning balance,
    charged to retained earnings.(2)
    
    Included in the balance at the end of the period is an amount of
    $150,000, $150,000, and $165,000 in billing reserves as of
    September 30, 2009, 2008 and 2007, respectively. 62




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     (I)
    Lease
    Abandonment Expense    Remaining lease payments

$
1,582Sublease rental income


(1,040
)Lease termination costs


93Total lease abandonment liability

$
635     (J)
    Excess
    Occupancy Income    Fiscal Years2010

$
2,4682011


2,3942012


1,7142013


2172014


89Thereafter


Total future minimum rents receivable

$
6,882   (K)
    Goodwill
    and Long-Lived Assets  350-20 Goodwill and
    Other Intangible Assets).
 63




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Accounting for Impairment or Disposal
    of Long-Lived Assets)
  (L)
    Stock-Based
    Compensation  Share-Based Payment),
  Determining Fair Value:
 64




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Expected Volatility:
  Risk-free Interest Rate:
  Expected Term:
  Estimated Forfeitures:
  paid-in-capital
  (M)
    Income
    Taxes  Accounting for Income Taxes),
  740-10 Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109.) 740-10 740-10, 740-10
 65




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (N)
    Development  Accounting for the Costs of Computer
    Software to be Sold, Leased or Otherwise Marketed.)
  350-40 98-1, Accounting for the Cost of Computer Software Developed or
    Obtained for Internal Use). 350-40
  (O)
    Net
    Income (Loss) Per Share      September 30,2009


2008


2007Numerator:Net income (loss)

$
3,257


$
(2,764
)

$
(4,691
)Denominator:Weighted average shares outstanding


14,323



15,522



17,533Effect of dilutive securities


71







Weighted average shares  diluted


14,394



15,522



17,533Basic net income (loss) per share

$
0.23


$
(0.18
)

$
(0.27
)Diluted net income (loss) per share

$
0.23


$
(0.18
)

$
(0.27
)     (P)
    Advertising
    Costs   66




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (Q)
    Recent
    Accounting Pronouncements  2009-14, Software (Topic 985): Certain Revenue Arrangements That
    Include Software Elements 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
    Arrangements 2009-14, 2009-13, 2009-14 2009-13
  Fair Value Measurements and Disclosures Fair Value
    Measurements ,
  Business
    Combinations Business Combinations
  810-10-65-1, Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin No. 51
 67




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  810-10-65-1
  815-10, Disclosures about Derivative Instruments and Hedging
    Activities 815-10 815-10 815-10
  Determination of
    the Useful Life of Intangible Assets 142-3), 350-20, Goodwill and Other Intangible Assets 350-20
  Subsequent Events Subsequent Events
  (2)
    Cash,
    Cash Equivalents and Short-Term Investments    Gross


EstimatedAmortized


Unrealized


MarketCost


Gains


ValueAs of September 30, 2009:Cash

$
20,492


$



$
20,492Money market funds


30,891







30,891Total

$
51,383


$



$
51,383As of September 30, 2008:Cash

$
33,519


$



$
33,519Money market funds


9,027







9,027Total

$
42,546


$



$
42,546  68




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


ValueAs of September 30, 2009:Fixed term deposits

$
6,585


$



$



$
6,585Total

$
6,585


$



$



$
6,585As of September 30, 2008:Corporate bonds

$
2,552


$
10


$



$
2,562Fixed term deposits


4,223











4,223Total

$
6,775


$
10


$



$
6,785       Less than 12 Months


12 Months or Greater


TotalUnrealized





Unrealized





UnrealizedSecurity Description

Fair Value


Loss


Fair Value


Loss


Fair Value


LossAs of September 30, 2009:Fixed term deposits

$
6,585


$



$



$



$
6,585


$
Total

$
6,585


$



$



$



$
6,585


$
As of September 30, 2008:Corporate Bonds

$
2,562


$



$



$



$
2,562


$
Fixed term deposits


4,223















4,223



Total

$
6,785


$



$



$



$
6,785


$
     (3)
    Fair
    Value Measurements   69




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
    Level 1 inputs are based on quoted prices in active markets
    for identical assets or liabilities.
    Level 2 inputs are based on quoted prices for similar
    instruments in active markets, quoted prices for identical or
    similar instruments in markets that are not active, and
    model-based valuation techniques for which all significant
    assumptions are observable in the market or can be corroborated
    by observable market data for substantially the full term of the
    assets or liabilities.
    Level 3 inputs are generally unobservable and typically
    reflect managements estimates of assumptions that market
    participants would use in pricing the asset or liability. The
    fair values are therefore determined using model-based
    techniques that include option pricing models, discounted cash
    flow models, and similar techniques.    Quoted Pricesin Active


SignificantMarkets for


Other


SignificantIdentical


Observable


UnobservableInstruments


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Cash and cash equivalents:Money market funds

$
30,891


$



$



$
30,891Short-term investments:Fixed term deposits






6,585







6,585Total assets measured at fair value

$
30,891


$
6,585


$



$
37,476     (4)
    Consolidated
    Financial Statement Details    Property,
    equipment and software:
  UsefulLives


September 30,(Years)


2009


2008Computer equipment and software


3-5


$
29,551


$
28,215Furniture and fixtures


5



2,169



2,135Land






14,150



14,150Building


30



21,875



21,639Leasehold and building improvements


5-30



1,179



1,321Construction in progress






383



28869,307



67,748Less accumulated depreciation and amortization






(34,529
)


(31,343
)Total





$
34,778


$
36,405  70




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Prepaids,
    Deferred Costs and Other Assets:
  September 30,2009


2008Prepaid expenses

$
1,554


$
1,332Deferred costs of revenue


580



749Other assets


1,340



576Security deposits, advances, and interest receivable


43



252Total

$
3,517


$
2,909   Deferred
    Costs and Other Long-Term Assets:
  September 30,2009


2008Prepaid tax asset

$
1,710


$
1,429Deferred costs of revenue


421



563Tenant rent receivable


280



312Deposits


264



162Prepaid expenses


349



322Total

$
3,024


$
2,788   Accrued
    Expenses:
  September 30,2009


2008Accrued employee compensation

$
3,096


$
3,476Accrued audit and professional fees


388



641Income and other taxes


479



3,635Other accrued expenses


4,487



5,015Total

$
8,450


$
12,767   Notes
    Payable:
  September 30,2009


2008Notes payable

$



$
256  71




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (5)
    Goodwill
    and Identifiable Intangible Assets    Balance at September 30, 2007

$
63,129Additional goodwill for the acquisition of Zandan S.A
    (Note 7)


2,102Translation adjustments and other


(835
)Balance at September 30, 2008

$
64,396Additional goodwill for the acquisition of Zandan S.A
    (Note 7)


90Translation adjustments and other


1,592Balance at September 30, 2009

$
66,078     Technology


TechnologyBased-


Based-


CustomerSoftware


Other


Based


Trademark


Covenant


Backlog


TotalAs of September 30, 2009:Gross carrying value

$
8,125


$
11,845


$
8,190


$
1,407


$
40


$
121


$
29,728Accumulated amortization


(3,422
)


(11,834
)


(7,391
)


(733
)


(23
)


(70
)


(23,473
)Net carrying value

$
4,703


$
11


$
799


$
674


$
17


$
51


$
6,255As of September 30, 2008:Gross carrying value

$
8,039


$
11,845


$
8,104


$
1,392


$
39


$
117


$
29,536Accumulated amortization


(1,790
)


(11,767
)


(6,952
)


(532
)


(16
)


(49
)


(21,106
)Net carrying

$
6,249


$
78


$
1,152


$
860


$
23


$
68


$
8,430    72




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Years

Total2010

$
2,4752011


2,2932012


1,4162013


71Total

$
6,255Weighted-average remaining useful lives as of September 30,
    2009 (years)


3.0   (6)
    Stockholders
    Equity  (A)
    1999
    Equity Incentive Plan      (B)
    1999
    Employee Stock Purchase Plan   73




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (C)
    Stock-Based
    Compensation  Stock
    Options
    AverageWeighted


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Term (Years)


ValueOutstanding at September 30, 2007


5,723


$
14.21



6.8Granted


957



13.39Exercised


(598
)


8.66Forfeited or canceled


(108
)


12.42Expired


(26
)


12.76Outstanding at September 30, 2008


5,948


$
14.67



6.5Granted


67



10.16Exercised


(241
)


7.16Forfeited or canceled


(916
)


32.29Expired


(56
)


12.00Outstanding at September 30, 2009


4,802


$
11.65



5.8


$
820Vested and expected to vest


4,666


$
11.65



5.7


$
809Exercisable at September 30, 2009


3,844


$
11.59



5.3


$
776       Options OutstandingWeightedAverage





Options ExercisableRemaining


Weighted





WeightedNumber of


Contractual


Average


Number of


AverageShares


Life


Exercise


Shares


ExerciseRange of Exercise Prices

Outstanding


(In Years)


Price


Exercisable


Price$ 7.25-$ 9.21


529,091



2.56


$
7.89



498,591


$
7.89$ 9.30-$10.62


511,855



6.38



10.17



358,929



10.12$10.66-$10.97


501,695



5.23



10.84



383,821



10.84$11.00-$11.00


533,502



6.51



11.00



437,418



11.00$11.01-$11.61


133,283



5.67



11.51



101,739



11.50$11.68-$11.68


532,000



6.20



11.68



532,000



11.68$11.75-$11.98


545,033



6.14



11.96



453,208



11.96$12.00-$12.76


555,349



6.60



12.53



384,097



12.52$12.84-$13.43


605,078



6.11



13.16



500,688



13.11$13.51-$81.13


355,153



6.18



17.15



193,859



19.884,802,039



5.76


$
11.65



3,844,350


$
11.59  74




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          2009


2008


2007Volatility


39.1
%


33.4
%


29.4
%Risk-free interest rates


2.04
%


3.29
%


4.61
%Expected life (in years)


4.5



4.4



3.8Dividend yield










     Purchase
    Plan
    2009


2008


2007Volatility


55.4
%


37.8
%


25.0
%Risk-free interest rates


1.04
%


2.81
%


4.91
%Expected life (in years)


1.25



1.25



1.25Dividend yield










   Restricted
    Stock Units (RSU)
   75




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageGrant DateShares


Fair ValueBalance at September 30, 2008





$
Granted


487



8.90Vested


(16
)


9.43Cancelled


(1
)


7.59Balance at September 30, 2009


470


$
8.88       (D)
    Stock
    Repurchase Plan  Rule 10b5-1 Rule 10b-18
  (E)
    Stockholder
    Rights Plan   76




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (7)
    Acquisitions    Cash consideration

$
1,455Direct transaction costs


533Total purchase price

$
1,988     end-to-end
    Cash and cash equivalents

$
19Accounts receivable


146Deferred tax assets


601Other assets


718Property, plant, equipment and software


18Identifiable intangible assets


1,096Goodwill


2,102Total assets acquired


4,700Accounts payable and accrued liabilities


(1,668
)Other liabilities


(591
)Deferred revenue


(164
)Notes payable


(289
)Total purchase price, including direct acquisition costs

$
1,988      77




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (8)
    Income
    Taxes    Year Ended September 30,2009


2008


2007United States

$
3,473


$
(2,656
)

$
(1,484
)Foreign


803



926



938Income (loss) before income taxes

$
4,276


$
(1,730
)

$
(546
)     Year Ended September 30,2009


2008


2007Current:Federal

$
43


$



$
Foreign


1,130



947



4,007State


115



(7
)


120Total current tax expense


1,288



940



4,127Deferred:Federal


69



67



2,955Foreign


(345
)


18



(3,362
)State


7



9



425Total deferred tax expense


(269
)


94



18Total provision for income taxes

$
1,019


$
1,034


$
4,145  78




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended September 30,2009


2008


2007Federal tax expense (benefit) at statutory rate

$
1,497


$
(605
)

$
(191
)State tax expense, net of federal tax effect


628



1,590



564Non-deductible expenses and other


653



1,058



1,198Change in valuation allowance for federal and state deferred tax
    assets


(2,229
)


(1,650
)


3,039Reduction of foreign deferred tax assets related to change in
    foreign statutory rate










490Foreign tax differential


470



641



(955
)Total expense

$
1,019


$
1,034


$
4,145     As of September 30,2009


2008Deferred tax assets:Accruals, reserves and other

$
6,503


$
5,633Capitalized research and development


1,393



1,957Intangibles related to acquisition


5,936



4,403Property and equipment


22,947



23,562Net operating loss carryforwards


26,190



27,442Tax credit carryforwards


1,349



1,907Gross deferred tax assets


64,318



64,904Valuation allowance


(61,082
)


(61,008
)Total deferred tax assets


3,236



3,896Deferred tax liabilities:Intangible assets


(676
)


(944
)Total net deferred tax

$
2,560


$
2,952Reported as:Current deferred tax assets

$
2,913


$
1,042Non-current deferred tax assets


61



2,146Non-current deferred tax liabilities


(414
)


(236
)Net deferred taxes

$
2,560


$
2,952    79




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Income Taxes
      paid-in-capital,
  Business Combinations Business
    Combinations.
       80




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      740-10 740-10
    Beginning balance as of October 1, 2007 (upon
    adoption)

$
5,049Increases related to prior year tax positions


76Decreases related to prior year tax positions


Increases related to current year tax positions


1,287Decreases related to lapse of statute of limitations


(6
)Ending balance at September 30, 2008

$
6,406Increases related to prior year tax positions


472Decreases related to prior year tax positions


(300
)Increases related to current year tax positions


482Decreases related to lapse of statute of limitations


(28
)Ending balance at September 30, 2009

$
7,032    81




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  740-10.
      (9)
    Commitments
    and Contingencies  (A)
    Leases    Operating


CapitalFiscal Years2010

$
923


$
162011


563



2012


361



2013


235



2014


148



Thereafter


276



Total minimum lease payments

$
2,506



16Less amounts representing interest






(
)Present value of minimum lease payments






16Less current portion of obligation under capital lease






(16
)Obligations under capital leases, less current portion





$
       (B)
    Legal
    Proceedings  class-action
 82




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      No. 07-1634,
    (C)
    Warranties   83




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (D)
    Indemnification  and/or
  (E)
    Guarantees    (10)
    Geographic
    and Segment Information      Subscription


Ratable


ProfessionalServices


Licenses


ServicesInternet Test and Measurement:Application Perspective


XDiagnostic Services


XEnterprise Adapters


XFinancial Industry Scorecards


X







XLoadPro


X







XNetMechanic


XPerformance Scoreboard


XProfessional Services










XRed Alert


XStreaming Perspective


XTest Perspective


XTransaction Perspective


XWebEffective


X







XWeb Site Perspective


XVoice Perspective


X







XMobile Test and Measurement:Mobile Device Perspective


XMobile Application Perspective


XSIGOS SITE






XSIGOS Global Roamer


X  84




---



##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended September 30,2009


2008


2007Internet Subscriptions

$
37,582


$
38,432


$
38,314Internet Engagements


9,887



9,774



11,872Total ITM net revenue


47,469



48,206



50,186Mobile Subscription


8,015



6,882



4,348Mobile Ratable Licenses


24,623



21,820



13,220Total MTM net revenue


32,638



28,702



17,568Total net revenue

$
80,107


$
76,908


$
67,754     Year Ended September 30,2009


2008


2007United States

$
44,433


$
43,896


$
46,897Europe*


25,115



28,774



16,291Other*


10,559



4,238



4,566Total

$
80,107


$
76,908


$
67,754     *
    
    No individual country represents more than 10% of revenue.    September 30,2009


2008United States

$
33,685


$
35,317Germany


1,084



1,062Other


9



26Total

$
34,778


$
36,405   (11)
    Supplementary
    Data (Unaudited)    2009Quarter Ended


Year EndedDecember 31,


March 31,


June 30,


September 30,


September 30,2008


2009


2009


2009


2009(In thousands, except per share data)Net revenue

$
20,637


$
19,564


$
20,169


$
19,737


$
80,107Gross profit


9,682



8,384



10,258



9,481



37,805Net income (loss)


886



(258
)


2,092



537



3,257Basic net income (loss) per share

$
0.06


$
(0.02
)

$
0.15


$
0.04


$
0.23Diluted net income (loss) per share

$
0.06


$
(0.02
)

$
0.15


$
0.04


$
0.23  85




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##### Table of Contents



Keynote
    Systems, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2008Quarter Ended


Year EndedDecember 31,


March 31,


June 30,


September 30,


September 30,2007


2008


2008


2008


2008(In thousands, except per share data)Revenue

$
17,720


$
17,634


$
20,498


$
21,056


$
76,908Gross profit


6,860



7,109



9,192



9,568



32,729Net loss


(636
)


(1,078
)


(425
)


(625
)


(2,764
)Basic net loss per share

$
(0.03
)

$
(0.07
)

$
(0.03
)

$
(0.05
)

$
(0.18
)Diluted net loss per share

$
(0.03
)

$
(0.07
)

$
(0.03
)

$
(0.05
)

$
(0.18
)       (12)
    Subsequent
    Events   86




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal Control  Integrated
    Framework
        Internal Control Integrated Framework
    DELOITTE &
    TOUCHE LLP
    87




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
  Rule 13a-15(d) Rule 13a-15(f)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
    Item 9B.
    Other
    Information.   88




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##### Table of Contents



PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance.  www.keynote.com
  Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  (a)  Documents to be filed as part of this
    report:
         89




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##### Table of Contents



Incorporated by ReferenceExhibit







Filing

Exhibit

FiledNo.

Exhibit

Form

File No.

Date

No.

Here-With3
.01

Amended and Restated Certificate of Incorporation.

S-1

333-94651

01-14-00

3.043
.02

Bylaws, as amended.

8-K

000-27241

12-10-09

3.013
.03

Certificate of Designations specifying the terms of the
    Series A Junior Participating Preferred Stock of
    registrant, as filed with the Secretary of State of the State of
    Delaware on October 28, 2002

8-A

000-27241

10-29-02

3.024
.01

Form of Specimen Stock Certificate for Keynote common stock.

S-1

333-82781

09-22-99

4.0110
.01

Form of Indemnity Agreement between Keynote and each of its
    directors and executive officers.

S-1

333-94651

01-14-00

10.01A10
.02

1999 Stock Option Plan.

S-1

333-82781

07-13-99

10.0310
.03

Forms of stock option agreement and stock option exercise
    agreement under 1999 Equity Incentive Plan.

S-1

333-82781

08-23-99

10.0410
.03.1

1999 Equity Incentive Plan, as amended.

Schedule 14A

000-27241

01-22-09

Annex A10
.04

Forms of enrollment form, subscription agreement, notice of
    withdrawal and notice of suspension under 1999 Employee Stock
    Purchase Plan.

S-1

333-82781

08-23-99

10.0510
.04.1

1999 Employee Stock Purchase Plan, as amended.

Schedule 14A

000-27241

01-22-09

Annex B10
.05

401(k) Plan.

S-1

333-82781

07-13-99

10.0610
.06*

Employment Agreement dated as of December 9, 1997 between
    Keynote and Umang Gupta.

S-1

333-82781

07-13-99

10.0810
.07*

Amendment Agreement dated as of November 12, 2001 between
    Keynote and Umang Gupta.

10-Q

000-27241

02-14-02

10.0110
.08*

Promotion Agreement dated December 21, 2005 between Keynote
    Systems, Inc. and Andrew Hamer.

10-Q

000-27241

02-09-06

10.110
.09*

Addendum to Stock Option Agreement dated January 1, 2006
    between Keynote Systems, Inc. and Andrew Hamer.

10-Q

000-27241

02-09-06

10.2 90




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##### Table of Contents



Incorporated by ReferenceExhibit







Filing

Exhibit

FiledNo.

Exhibit

Form

File No.

Date

No.

Here-With10
.10

[Intentionally omitted]10
.11*

Promotion Letter Agreement dated as of April 4, 2006
    between Keynote Systems, Inc. and Jeffrey Kraatz

10-Q

000-27241

08-09-06

10.510
.12*

Addendum to Stock Option Agreement dated as of April 1,
    2006 between Keynote Systems, Inc. and Jeffrey Kraatz

10-Q

000-27241

08-09-06

10.0610
.13*

Promotion Letter Agreement dated as of April 12, 2006
    between Keynote Systems, Inc. and Eric Stokesberry

10-Q

000-27241

08-09-06

10.710
.14*

Addendum to Stock Option Agreement dated as of April 4,
    2006 between Keynote Systems, Inc. and Eric Stokesberry

10-Q

000-27241

08-09-06

10.810
.15*

Promotion Letter Agreement dated as of April 12, 2006
    between Keynote Systems, Inc. and Krishna Khadloya

10-Q

000-27241

08-09-06

10.910
.16*

Addendum to Stock Option Agreement dated as of April 4,
    2006 between Keynote Systems, Inc. and Krishna Khadloya

10-Q

000-27241

08-09-06

10.1010
.17*

Share Purchase and Transfer Agreement to acquire SIGOS
    Systemintegration GmbH (SIGOS) and the Shareholders
    of SIGOS dated April 3, 2006 among Keynote Systems+

10-Q

000-27241

08-09-06

10.1210
.18*

Separation Agreement and Business Advisor Agreement between
    Keynote Systems, Inc. and Johannes Reis

10-K

000-27241

12-15-08

10.2421
.01

Subsidiaries of Keynote Systems, Inc.









X23
.01

Consent of Deloitte & Touche LLP Independent
    Registered Public Accounting Firm









X31
.1

Certification of Periodic Report by Chief Executive Officer
    under Section 302 of the Sarbanes-Oxley Act of 2002









X31
.2

Certification of Periodic Report by Chief Financial Officer
    under Section 302 of the Sarbanes-Oxley Act of 2002









X 91




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##### Table of Contents



Incorporated by ReferenceExhibit







Filing

Exhibit

FiledNo.

Exhibit

Form

File No.

Date

No.

Here-With32
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002**









X32
.2

Certification of Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002**









X     *
    
    Management contract or compensatory plan.**
    
    As contemplated by SEC Release
    No. 33-8212,
    these exhibits are furnished with this Annual Report on
    Form 10-K
    and are not deemed filed with the Securities and Exchange
    Commission and are not incorporated by reference in any filing
    of Keynote Systems, Inc. Under the Securities Act of 1933 or the
    Securities Act of 1934, whether made before or after the date
    hereof and irrespective of any general incorporation language in
    such filings. 92




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##### Table of Contents



SIGNATURES    KEYNOTE SYSTEMS, INC.
  By:
    /s/  UMANG
    GUPTA  Umang Gupta
    Form 10-K
    Name

Title

DatePrincipal Executive Officer:/s/  UMANG
    GUPTAUmang
    Gupta

Chairman of the Board, Chief Executive Officer and Director

December 11, 2009Principal Financial and Accounting
    Officer:/s/  ANDREW
    HAMERAndrew
    Hamer

Vice President and Chief
    Financial Officer

December 11, 2009Additional Directors:/s/  JENNIFER
    BOLTJennifer
    Bolt

Director

December 11, 2009/s/  CHARLES
    BOESENBERGCharles
    Boesenberg

Director

December 11, 2009/s/  DAVID
    COWANDavid
    Cowan

Director

December 11, 2009 93




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##### Table of Contents



Name

Title

Date/s/  MOHAN
    GYANIMohan
    Gyani

Director

December 11, 2009/s/  RAYMOND
    L. OCAMPO JR.Raymond
    L. Ocampo Jr.

Director

December 11, 2009/s/  DR. DEBORAH
    RIEMANDr. Deborah
    Rieman

Director

December 11, 2009  94