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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MARCH 7, 2000
(FEBRUARY 29, 2000)
press release date
ART TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-26679 04-3141918
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
25 First Street, Cambridge, MA 02141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 386-1000
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
1. On February 29, 2000, the Company issued a press release, which is
attached herewith as EXHIBIT 99.1, announcing a two-for-one stock split of its
outstanding shares of Common Stock to be effected in the form of a 100% stock
dividend (the "Split"). The dividend will be distributed on or about March 24,
2000 (the "Dividend Distribution Date") to the Company's stockholders of record
as of the close of business on March 10, 2000.
On July 20, 1999, the Company filed three Registration Statements on
Form S-8 to register under the Securities Act of 1933, as amended (the
"Securities Act"),
- an aggregate of 6,300,000 shares of Common Stock issuable pursuant to
its 1996 Stock Option Plan (File No. 333-78333);
- 500,000 shares of Common Stock issuable pursuant to its 1999 Employee
Stock Purchase Plan (File No. 333-78333); and
- 150,000 shares of Common Stock issuable pursuant to its 1999 Outside
Director Stock Option Plan (File No. 333-78333).
Each of the Form S-8 Registration Statements incorporates by reference
this Current Report on Form 8-K and, as a result of the Split, and in accordance
with Rule 416 of the Securities Act, as of the Dividend Distribution Date:
- the Form S-8 Registration Statement for the 1996 Stock Option Plan
(File No. 333-78333) shall be deemed to register 12,600,000 shares
of Common Stock;
- the S-8 Registration Statement for the 1999 Employee Stock Purchase
Plan (File No. 333-78333) shall be deemed to register 1,000,000
shares of Common Stock; and
- the S-8 Registration Statement for the 1999 Outside Director Stock
Option Plan (File No. 333-78333) shall be deemed to register 300,000
shares of Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 29, 2000 ART TECHNOLOGY GROUP, INC.
By: /S/ ANN C. BRADY
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Ann C. Brady
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
99.1 Company Press Release, dated February 29, 2000, regarding the
announcement of the two-for-one common stock split.
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EXHIBIT 99.1
CONTACT:
Ann Brady, CFO Erica Smith
Art Technology Group Sharon Merrill Associates
617/386-1325 617/542-5300
[email protected] [email protected]
URL: http://www.atg.com
ART TECHNOLOGY GROUP ANNOUNCES A TWO-FOR-ONE STOCK SPLIT
CAMBRIDGE, MASS. - FEBRUARY 29, 2000 - Art Technology Group, Inc. ("ATG")
(Nasdaq: ARTG), today announced that its Board of Directors has approved a
two-for-one stock split, to be effected in the form of a stock dividend. The
record date for this stock split has been set for March 10, 2000. The stock
split will increase the number of shares of Common Stock outstanding from
approximately 33,086,299 million shares as of February 28, 2000 to approximately
66,172,598 million shares.
The shares resulting from this split are expected to be distributed by the
transfer agent on or about March 24, 2000.
ABOUT ART TECHNOLOGY GROUP
Art Technology Group, Inc. is a leading provider of Internet customer
relationship management and electronic commerce products and services. ATG
offers an integrated suite of Java application server-based products and
services, as well as related application development, integration and support
services. ATG's Dynamo -Registered Trademark- product suite enables Global 1000
enterprises, as well as new businesses using the Internet as their primary
business channel, to understand, manage and build their online customer
relationships and to more effectively market, sell and support their products
and services over the Internet.
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THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS FOR PURPOSES OF THE SAFE
HARBOR PROVISIONS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT MAY
CAUSE ATG'S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE
OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
IMPORTANT RISK FACTORS AFFECTING ATG'S BUSINESS GENERALLY MAY BE FOUND IN ATG'S
PROSPECTUS AND IN PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. RISK FACTORS RELATED TO THE SUBJECT MATTER
OF THIS PRESS RELEASE INCLUDE THE POSSIBILITY THAT THE COMPLETION OF THE
COMPANY'S STOCK SPLIT WILL NOT BE REALIZED ON THE AFOREMENTIONED DATE. ATG
UNDERTAKES NO OBLIGATION TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS AFTER
THE DATE OF THIS PRESS RELEASE.
