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 12, 2007
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
(Former Name or Address, if Changed Since Last Report)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2007 we entered into restricted stock unit agreements with each of our executive
officers under the terms of our Amended and Restated 1996 Stock Option Plan. We entered into two
agreements with each executive officer, one providing for performance-based vesting and one
providing for time-based vesting.
The number of restricted stock units granted under each agreement to our executive officers is
as set forth in the following table:
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Performance-Based |
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Time-Based Vesting |
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Vesting Restricted |
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Restricted Stock |
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| Name |
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Stock Units |
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Units |
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Robert D. Burke |
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200,000 |
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100,000 |
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Barry E. Clark |
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50,000 |
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50,000 |
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John Federman |
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50,000 |
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50,000 |
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Kenneth Z. Volpe |
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50,000 |
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50,000 |
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Julie M.B. Bradley |
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40,000 |
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40,000 |
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Louis R. Frio Jr. |
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40,000 |
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40,000 |
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Clifford J. Conneighton |
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30,000 |
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30,000 |
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Patricia O’Neill |
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30,000 |
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30,000 |
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Each restricted stock unit is unvested as of the date of grant and represents the right to
receive one share of our common stock upon vesting. Upon a change of control, all of the unvested
restricted stock units issued to Mr. Burke will vest in full and half of the unvested restricted
stock units issued to our other executive officers will vest in full. Each time-based vesting
restricted stock unit vests 25% on each of May 12, 2007, May 12, 2008, May 12, 2009 and May 12,
2010 as long as the executive remains our employee on those dates.
The number of performance-based vesting restricted stock units that may vest is first
determined based on how close we come to our targets for adjusted operating profit for 2007. Of
those units eligible for vesting based on our adjusted operating profit for 2007, they will then
vest 25% on each of May 12, 2007, May 12, 2008, May 12, 2009 and May 12, 2010 as long as the
executive remains our employee on those dates. However, if during that vesting period we achieve
our maximum revenue target, these restricted stock units will then vest immediately.
The above description of these agreements is qualified in its entirety by reference to the
form of restricted stock unit agreement with performance-based vesting and the form of restricted
stock unit agreement with time-based vesting, which are filed as exhibits 99.1 and 99.2,
respectively, to this current report on Form 8-K and incorporated herein by reference.
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