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, 2008
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Acquisition or Disposition of Assets
On February 5, 2008, we completed our previously announced acquisition of eShopperTools.com,
Inc. (also known as CleverSet). The acquisition was made pursuant to an agreement and plan of
merger dated January 22, 2008 among us, CleverSet, our wholly-owned subsidiary Einstein Acquisition
Corp., certain stockholders of CleverSet and Scott Anderson, as stockholder representative. The
terms of the merger agreement were the result of arm’s-length negotiations with CleverSet. As a
result of the merger, CleverSet became our wholly-owned subsidiary.
CleverSet is a technology leader in the rapidly growing field of automated personalization
engines, used to optimize e-commerce experiences by presenting visitors with relevant
recommendations and information. CleverSet’s next-generation technology has been shown to
significantly lift e-commerce revenue by increasing conversion rates and order size. CleverSet’s
automated personalization and recommendations engine is applicable across a wide-range of
industries like retail, manufacturing, telecommunications, financial services, travel and
hospitality and more.
We acquired CleverSet for approximately $9.1 million in cash, after deducting the net exercise
price of the employee options. The merger consideration is subject to adjustment based on
CleverSet’s working capital as of closing, which has not yet been determined.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
We intend to file by amendment the required historical financial statements for CleverSet not
later than 71 calendar days after the date that this Form 8-K must be filed.
(b) Pro Forma Financial Information.
We intend to file by amendment the required pro forma financial statements reflecting the
acquisition of CleverSet not later than 71 calendar days after the date that this Form 8-K must be
filed.
(d) Exhibits.
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Number
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2.1
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Agreement and Plan of Merger dated January 19, 2008 by and among
Art Technology Group, Inc., Einstein Acquisition Corp.,
eShopperTools.com, Inc., Scott Anderson, as stockholder
representative, and the principal stockholders identified on
Schedule I thereto (incorporated by reference to Exhibit 10.1 to
our current report on form 8-K filed on January 25, 2008). |