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): April 17, 2008
ART TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
Delaware
(State or Other Jurisdiction
of Incorporation) | | 000-26679
(Commission
File Number) | | 04-3141918
(IRS Employer
Identification No.) |
| | | |
One Main Street, Cambridge, Massachusetts
(Address of Principal Executive Offices) | | 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))
Section 5 — Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 17, 2008 our board of directors amended sections 4.2 and 4.3 of our amended and restated bylaws to provide for uncertificated shares of our common stock. This amendment is effective immediately. Previously, shares of our common stock could only be represented by a physical share certificate. This action was taken in order to enable us to comply with Nasdaq Stock Market Marketplace Rule 4350(l), which requires Nasdaq-listed securities to be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Securities and Exchange Act of 1934, as amended. A direct registration program is a system for book-entry ownership of stock or other securities, in which shares are owned, recorded and transferred electronically without issuance of a physical share certificate.
The description of the amendment to our bylaws set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of our bylaws attached hereto as exhibit 3.1 and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| 3.1 | | Amended and Restated Bylaws of Art Technology Group, Inc. |
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.
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| | ART TECHNOLOGY GROUP, INC.
| |
| Date: April 23, 2008 | By: | /s/ Julie M.B. Bradley | |
| | | Julie M.B. Bradley | |
| | | Senior Vice President and Chief Financial Officer | |
EXHIBIT INDEX
| | | |
| Number | | Title |
| 3.1 | | Amended and Restated Bylaws of Art Technology Group, Inc. |
