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): January 19, 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 1.01 Entry into a Material Definitive Agreement.
On January 19, 2008, we entered into an agreement and plan of merger (the “Merger Agreement”)
among eShopperTools.com, Inc. ( also known as “CleverSet”), our wholly-owned subsidiary Einstein
Acquisition Corp., certain stockholders of CleverSet and Scott Anderson, as stockholder
representative. A copy of the Merger Agreement is filed as Exhibit 10.1 to this current report
and incorporated herein by reference.
Under the terms of the Merger Agreement, we will acquire CleverSet for approximately ten
million dollars ($10,000,000) in cash. The base consideration may be increased or decreased as a
result of closing adjustments described in the merger agreement, including an adjustment based on
CleverSet’s working capital at closing.
The Merger Agreement also contains representations, warranties and covenants customary for
transactions of this size and nature. The closing of the transaction is subject to customary
closing conditions, including the approval of CleverSet’s stockholders, and is expected to occur in
the current quarter.
The Merger Agreement contains representations and warranties that we, CleverSet and the
principal stockholders of CleverSet made to each other as of the date of the Merger Agreement or
other specific dates, and such representations and warranties should not be relied upon by any
other person. The assertions embodied in those representations and warranties were made solely for
purposes of the contract between us, CleverSet and its stockholders and are subject to important
qualifications and limitations agreed to by us and CleverSet in connection with negotiating the
Merger Agreement. Accordingly, you should not rely on the representations and warranties as
accurate or complete characterizations of the actual state of facts as of any specified date, since
they are modified in important part by the underlying disclosure schedules and are subject to a
contractual standard of materiality different from that generally applicable to investors in our
common stock and were used for the purpose of allocating risk between the us and the stockholders
of CleverSet, rather than establishing matters as facts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index attached to this Report.