AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2001
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ART TECHNOLOGY GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-3141918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
25 FIRST STREET, CAMBRIDGE, MA 02141
(Address of Principal Executive Offices) (Zip Code)
ANENDED AND RESTATED 1996 STOCK OPTION PLAN
(Full title of the Plan)
PAUL G. SHORTHOSE
CHIEF EXECUTIVE OFFICER
ART TECHNOLOGY GROUP, INC.
25 FIRST STREET
CAMBRIDGE, MA 02141
(Name and address of agent for service)
(617) 386-1000
(Telephone number, including area code, of agent for service)
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to Offering price Aggregate offering registration
to be registered be Registered per share price fee
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Common Stock, $0.01 par
value 6,000,000 shares $1.78 (1) $10,680,000 $2,670
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on November 12, 2001 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-78333) filed by
the Registrant on July 20, 1999, relating to the Registrant's Amended and
Restated 1996 Stock Option Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 15th
day of November, 2001.
ART TECHNOLOGY GROUP, INC.
By: /S/ PAUL G. SHORTHOSE
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Paul G. Shorthose
President and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Art Technology Group, Inc.,
hereby severally constitute Joseph T. Chung, Linda Handman and Mark L. Johnson,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all subsequent amendments to said Registration
Statement on Form S-8, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Art Technology
Group, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
/S/ PAUL G. SHORTHOSE President and Chief Executive November 15, 2001
Paul G. Shorthose Officer (Principal Executive
Officer)
/S/ EDWARD TERINO Chief Financial Officer November 13, 2001
Edward Terino (Principal Financial and
Accounting Officer)
/S/ JEET SINGH Chief Strategy Officer and Co- November 15, 2001
Jeet Singh Chairman of the Board
/S/ JOSEPH T. CHUNG Chief Technology Officer, November 15, 2001
Joseph T. Chung Treasurer and Co-Chairman of
the Board
/S/ SCOTT A. JONES Director November 13, 2001
Scott A. Jones
/S/ THOMAS N. MATLACK Director November 13, 2001
Thomas N. Matlack
/S/ ILENE H. LANG Director November 13, 2001
Ilene H. Lang
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated 1996 Stock Option Plan
5 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this Registration
Statement)