UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2010
ART TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-26679
(Commission
File Number)
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04-3141918
(IRS Employer
Identification No.) |
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One Main Street, Cambridge, Massachusetts
(Address of Principal Executive Offices)
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02142
(Zip Code) |
Registrant’s telephone number, including area code: (617) 386-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 5, 2010, Art Technology Group, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., and Morgan Stanley &
Co. Incorporated, as representatives of the several underwriters named therein (collectively, the
“Underwriters”). The Underwriting Agreement is filed as Exhibit 1.1 to this current report on Form
8-K and is incorporated by reference herein. The Underwriting Agreement contains customary
representations and covenants and includes the terms and conditions of the sale of the common
stock, indemnification and contribution obligations and other terms and conditions customary in
agreements of this type.
The Underwriting Agreement provided for the sale of 25,000,000 shares of the Company’s common
stock, par value $0.01 per share, at a price to the Underwriters of $3.325 per share (the
“Offering”). In the Underwriting Agreement, the Company also granted the Underwriters an option to
purchase up to an additional 3,750,000 shares of the Company’s common stock at the same purchase
price, to cover over-allotments. The over-allotment option was exercised in full by the
Underwriters on February 5, 2010.
The closing of the sale to the Underwriters of 28,750,000 shares of our common stock pursuant
to the Offering was consummated on February 10, 2010. The shares were offered and sold pursuant to
the Company’s shelf registration statement on Form S-3 (File Number 333-162794) (the “Registration
Statement”).
Item 8.01. Other Events.
In connection with the Offering, the Company is filing a legal opinion and consent of Foley
Hoag LLP as Exhibit No. 5.1 and Exhibit No. 23.1, respectively, to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Title |
1.1
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Underwriting Agreement, dated February 5, 2010, by and among the
Company, Deutsche Bank Securities Inc., and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters named
therein |
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5.1
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Opinion of Foley Hoag LLP |
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23.1
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Consent of Foley Hoag LLP (Included in Exhibit No. 5.1) |