As filed with the Securities and Exchange Commission on August 2, 2010

Registration No. 333-•

 

 

UNITED STATES
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 registrant as specified in its charter)

Delaware		04-3141918
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

One Main Street, Cambridge, Massachusetts		02142
(Address of principal executive offices)		(Zip code)

Amended and Restated 1996 Stock Option Plan
(Full title of the plan)

Robert D. Burke
President and Chief Executive Officer
Art Technology Group, Inc.
One Main Street
Cambridge, Massachusetts 02142
(Name and address of agent for service)

(617) 386-1000
(Telephone number, including area code, of agent for service)

     Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Title of

Amount

Proposed maximum

Proposed maximum

Amount of

securities to be

to be

offering price

aggregate

registration

registered

registered

per share

offering price

fee

Common stock, $0.01 par value (1)

14,000,000 (2)(3)

$3.58 (4)

$50,120,000

$3,573.56

 

 

     This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Art Technology Group, Inc., a Delaware corporation (the “Registrant”) to register 14,000,000 shares of the Registrant’s common stock, $0.01 par value per share, issuable pursuant to the Registrant’s Amended and Restated 1996 Stock Option Plan (“1996 Stock Plan”), which shares are in addition to those previously registered on the Form S-8 (File Nos. 333-83325, 333-38926, 333-73664 and 333-157616) filed with the Securities and Exchange Commission on July 21, 1999, June 9, 2000, November 19, 2001, and March 2, 2009, respectively (the “Original Registration Statements”).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant incorporates herein by reference the contents of the previously filed Original Registration Statements and the following documents filed with the Securities and Exchange Commission:

	(a)		the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Commission pursuant to Section 13 of the Exchange Act on February 2, 2010;
	(b)		those portions of the Registrant’s definitive proxy statement for its annual meeting of stockholders held on May 24, 2010, filed on April 29, 2010, that are deemed filed with the SEC;
	(c)		the Registrant’s Current Reports on Form 8-K filed on March 30, 2010, April 29, 2010, and May 27, 2010; and
	(d)		the description of the Registrant’s common stock and related preferred stock purchase rights contained in the Registrant’s registration statement on Form 8-A filed on July 12, 1999, together with amendments and reports filed for the purpose of updating that description, including Amendment No. 1 to Form 8-A filed on October 2, 2001.

     All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the dates of filing of those documents.

     Under no circumstances will any information filed under items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

     You may request a copy of the filings incorporated by reference herein, at no cost, by writing or telephoning the Registrant at:

Art Technology Group, Inc.
One Main Street
Cambridge, Massachusetts 02142
(617) 386-1000

     You should rely only on the information provided or incorporated by reference in this registration statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this registration statement or any related prospectus is accurate as of any date other than the date on the front of the document.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities registered hereby is being passed upon for the Registrant by Foley Hoag LLP, Boston, Massachusetts.

Item 6. Indemnification of Directors and Officers.

     Incorporated by reference to the Original Registration Statements.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following exhibits are included as part of this registration statement.

Incorporated by reference

Filed

with

this

Exhibit

Form

Filing Date

Exhibit

Number

Description

S-8

Form

with SEC

Number

4.1

Amended and Restated Certificate of Incorporation of Art Technology Group, Inc.

S-8

June 12, 2003

4.1

4.2

Amended and Restated By-Laws of Art Technology Group, Inc.

S-3

July 6, 2001

4.2

4.3

Specimen common stock certificate

S-1/A

July 13, 1999

4

4.4

Rights Agreement dated September 26, 2001 between Art Technology Group, Inc. and Computershare Investor Services f/k/a EquiServe Trust Company, N.A., as rights agent

8-K

October 2, 2001

4.1

4.5

Art Technology Group, Inc. Amended and Restated 1996 Stock Option Plan

10-Q

August 2, 2010

10.1

5.1

Legal opinion of Foley Hoag LLP.

X

23.1

Consent of Ernst & Young LLP.

X

23.2

Consent of Foley Hoag LLP (contained in Exhibit 5.1)

X

24.1

Power of Attorney (included on the signature page of this registration statement)

X

Item 9. Undertakings.

     Incorporated by reference to the Original Registration Statements.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 this 2 day of August, 2010.

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Robert D. Burke and Julie M.B. Bradley, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for him or her, or any or all of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities as of this 2 day of August, 2010.

Signature		Title
		President, Chief Executive Officer and Director
/s/ Robert D. Burke   Robert D. Burke		(Principal Executive Officer)
		Senior Vice President and Chief Financial Officer
/s/ Julie M.B. Bradley   Julie M.B. Bradley		(Principal Financial and Accounting Officer)
		Chairman of the Board
/s/ Daniel C. Regis   Daniel C. Regis
		Director
/s/ Michael A. Brochu   Michael A. Brochu
		Director
/s/ David B. Elsbree   David B. Elsbree
		Director
/s/ John R. Held   John R. Held
		Director
/s/ Gregory Hughes   Gregory Hughes
		Director
/s/ Ilene H. Lang   Ilene H. Lang
		Director
/s/ Mary E. Makela   Mary E. Makela
/s/ Phyllis S. Swersky   Phyllis S. Swersky		Director

EXHIBIT INDEX

Incorporated by reference

Filed

with

this

Exhibit

Form

Filing Date

Exhibit

Number

Description

S-8

Form

with SEC

Number

4.1

Amended and Restated Certificate of Incorporation of Art Technology Group, Inc.

S-8

June 12, 2003

4.1

4.2

Amended and Restated By-Laws of Art Technology Group, Inc.

S-3

July 6, 2001

4.2

4.3

Specimen common stock certificate

S-1/A

July 13, 1999

4

4.4

Rights Agreement dated September 26, 2001 between Art Technology Group, Inc. and Computershare Investor Services, f/k/a EquiServe Trust Company, N.A., as rights agent

8-K

October 2, 2001

4.1

4.5

Art Technology Group, Inc. Amended and Restated 1996 Stock Option Plan

10-Q

August 2, 2010

10.1

5.1

Legal opinion of Foley Hoag LLP.

X

23.1

Consent of Ernst & Young LLP.

X

23.2

Consent of Foley Hoag LLP (contained in Exhibit 5.1)

X

24.1

Power of Attorney (included on the signature page of this registration statement)

X