ART TECHNOLOGY GROUP INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-01-05: Form 8-K; Period of report 2011-01-05; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2010-12-21: Form 8-K; Period of report 2010-12-21; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2010-11-02: Form 8-K; Period of report 2010-11-02; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
- 2010-08-13: Form 8-K; Period of report 2010-08-11; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-01-05 | 8-K | 2011-01-05 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On January 5, 2011, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 2, 2010, among Art Technology Group, Inc. (the “Company”), Oracle Corporation, a Delaware corporation (“Oracle”) and Amsterdam Acquisition Sub Corporation, a Delaware corporation and wholly owned subsidiary of Oracle (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). 3.01 In connection with the closing of the Merger, the Company notified The NASDAQ Global Market (“NASDAQ”) on January 5, 2011 that the Merger was consummated, and trading of the common stock of the Company on NASDAQ has been suspended. 3.03 At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Oracle or any subsidiary of either the Company or Oracle, was converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. 5.01 Upon the closing of the Merger on January 5, 2011, a change in control of the Company occurred, and the Company now is a wholly owned subsidiary of Oracle, as described in Item 2.01 of this Current Report on Form 8-K. At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Oracle or any subsidiary of either the Company or Oracle, was converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. 5.02 In connection with the Merger, each of Michael A. Brochu, David B. Elsbree, John R. Held, Gregory Hughes, Mary E. Makela, Daniel C. Regis, Phyllis S. Swersky and Robert D. Burke resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the effective time of the Merger. | b83864e8vk.htm |