0000315066-05-001416.txt : 20120703
0000315066-05-001416.hdr.sgml : 20120703
20050310103134
ACCESSION NUMBER: 0000315066-05-001416
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050310
DATE AS OF CHANGE: 20050310
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PHASE FORWARD INC
CENTRAL INDEX KEY: 0001050180
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 043386549
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80374
FILM NUMBER: 05671007
BUSINESS ADDRESS:
STREET 1: 880 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR CORP
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 161144965
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 82 DEVONSHIRE ST
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 82 DEVONSHIRE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
SC 13G
1
filing.txt
DOC ONE
SCHEDULE 13G
Amendment No. 0
Phase Forward Incorporated
Common Stock
Cusip #71721R406
Cusip #71721R406
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 0
Item 6: 0
Item 7: 4,238,954
Item 8: 0
Item 9: 4,238,954
Item 11: 13.108%
Item 12: HC
Cusip #71721R406
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,238,954
Item 8: 0
Item 9: 4,238,954
Item 11: 13.108%
Item 12: IN
Cusip #71721R406
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,238,954
Item 8: 0
Item 9: 4,238,954
Item 11: 13.108%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Phase Forward Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
880 Winter Street
Waltham, MA 02451
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
71721R406
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 4,238,954
(b) Percent of Class: 13.108%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 0
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 4,238,954
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Phase Forward Incorporated.
The interest of one person, Fidelity Small Cap Stock Fund, an
investment company registered under the Investment
Company Act of 1940, in the Common Stock of Phase
Forward Incorporated, amounted to 2,623,015 shares or
8.111% of the total outstanding Common Stock at February
28, 2005.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Phase Forward Incorporated at
February 28, 2005 is true, complete and correct.
March 10, 2005
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
4,238,954 shares or 13.108% of the Common Stock
outstanding of Phase Forward Incorporated ("the Company")
as a result of acting as investment adviser to various
investment companies registered under Section 8 of the
Investment Company Act of 1940.
The ownership of one investment company, Fidelity
Small Cap Stock Fund, amounted to 2,623,015 shares or
8.111% of the Common Stock outstanding. Fidelity Small
Cap Stock Fund has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 4,238,954 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on March 10, 2005, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Phase Forward Incorporated at February
28, 2005.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
Fidelity Small Cap Stock Fund
By /s/ Eric D. Roiter
Eric D. Roiter
Secretary