Constant Contact, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-02-10: Form 8-K; Period of report 2016-02-08; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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 1.01.
- 2016-01-21: Form 8-K; Period of report 2016-01-21; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2016-01-15: Form 8-K; Period of report 2016-01-15; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 2.02.
- 2015-12-23: Form 8-K; Period of report 2015-12-21; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-02-10 | 8-K | 2016-02-08 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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 | 1.01 Following the completion of the Merger, Constant Contact and certain of its subsidiaries (the “Constant Contact Guarantors”) entered into a supplemental indenture to the indenture dated as of February 9, 2016 (the “Indenture”), among EIG Investors Corp. (“EIGI”), Endurance, the other guarantors party thereto (such other guarantors, together with Endurance, the “Endurance Guarantors” and, together with the Constant Contact Guarantors, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”), with respect to the issuance of $350 million in aggregate principal amount of 10.875% Senior Notes due 2024 (the “Notes”). 2.01 As described above, on February 9, 2016, Endurance completed its previously announced acquisition of Constant Contact. 2.03 The disclosure set forth above in Item 1.01 hereby is incorporated by reference into this Item 2.03. 3.01 In connection with the closing of the Merger, Constant Contact notified the NASDAQ Global Select Market (“NASDAQ”) that the certificate of merger had been filed on the Closing Date with the State of Delaware and that, at the Effective Time, each share of Constant Contact Common Stock (other than the Excluded Shares) was cancelled and converted into the right to receive the Merger Consideration. 3.03 The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The aggregate Merger Consideration, including payment of fees and expenses, was approximately $1.1 billion, which was financed by Endurance with the proceeds of $735.0 million in aggregate principal amount of incremental senior secured term loans under its existing credit agreement and $350.0 million in aggregate principal amount of senior unsecured notes. 5.02 On February 8, 2016, Harpreet S. Grewal, Executive Vice President, Chief Financial Officer, and Treasurer of the Company, was awarded a retention bonus of $145,000, which is payable no later than 60 days following the Effective Time, subject to Mr. Grewal’s continued employment with the Company through the date such retention bonus is paid; provided, that if Mr. Grewal’s employment is terminated by the Company without cause following the Effective Time, but prior to the retention bonus payment date, the retention bonus payable to Mr. Grewal will be paid as soon as administratively practicable following the termination of his employment but no later than the 60th day following the Effective Time. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation was amended and restated in its entirety and became the Amended and Restated Certificate of Incorporation of Constant Contact. | d122315d8k.htm |
| 2016-01-21 | 8-K | 2016-01-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the special meeting of stockholders held on January 21, 2016 (the “Special Meeting”), the stockholders of Constant Contact, Inc. (the “Company”) voted on the proposals set forth below. | d124739d8k.htm |
| 2016-01-15 | 8-K | 2016-01-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 The information in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference and is furnished to, but not filed with, the U.S. Securities and Exchange Commission (the “SEC”). 7.01 As previously announced, on October 30, 2015, Constant Contact, Inc., a Delaware corporation (“Constant Contact”), entered into an Agreement and Plan of Merger with Endurance International Group Holdings, Inc., a Delaware corporation (“Endurance”), and Paintbrush Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Endurance (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Constant Contact (the “Merger”), with Constant Contact surviving the Merger as a wholly-owned subsidiary of Endurance. 8.01 The information in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference and is furnished to, but not filed with, the SEC. | d120928d8k.htm |
| 2015-12-23 | 8-K | 2015-12-21 | 8.01 Other Events | 8.01 As previously announced, on October 30, 2015, Constant Contact, Inc., a Delaware corporation (“Constant Contact”), entered into an Agreement and Plan of Merger with Endurance International Group Holdings, Inc., a Delaware corporation (“Endurance”), and Paintbrush Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Endurance (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Constant Contact (the “Merger”), with Constant Contact surviving the Merger as a wholly-owned subsidiary of Endurance. | d111586d8k.htm |
| 2015-12-21 | 8-K | 2015-12-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Constant Contact, Inc. (the “Company”) is filing this Current Report on Form 8-K to report that the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) approved the Company’s Q1 2016 Executive Cash Incentive Bonus Plan (the “Q1 2016 Bonus Plan”), which is described in more detail below. | d200595d8k.htm |
| 2015-12-15 | 8-K | 2015-12-10 | 8.01 Other Events | 8.01 As previously announced, on October 30, 2015, Constant Contact, Inc., a Delaware corporation (“Constant Contact”), entered into an Agreement and Plan of Merger with Endurance International Group Holdings, Inc., a Delaware corporation (“Endurance”), and Paintbrush Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Endurance (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Constant Contact (the “Merger”), with Constant Contact surviving the Merger as a wholly-owned subsidiary of Endurance. | d104940d8k.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 5, 2015, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2015. 8.01 On November 5, 2015, the Company issued a press release announcing its financial results for the third quarter of 2015, which may be deemed to be soliciting material pursuant to Rule 14a-12 under the Exchange Act. | d11016d8k.htm |
| 2015-11-02 | 8-K | 2015-10-30 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On October 30, 2015, the Board determined that it was in the best interest of Constant Contact and its stockholders to amend Constant Contact’s Second Amended and Restated By-Laws (the “By-Laws”), and by resolution, the Board unanimously authorized, approved and adopted an amendment to the By-Laws (the “By-Laws Amendment”). 8.01 On November 2, 2015, Constant Contact and Endurance issued a press release announcing the transaction described in Item 1.01 above. | d206359d8k.htm |
| 2015-07-23 | 8-K | 2015-07-21 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On July 23, 2015, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2015. 5.02 On July 21, 2015, the Compensation Committee of the Company’s Board of Directors adopted the quarterly corporate financial targets under the Company’s 2015 Executive Cash Incentive Bonus Plan (the “2015 Bonus Plan”) for the second half of 2015. | d48625d8k.htm |
| 2015-06-04 | 8-K | 2015-05-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 On June 2, 2015, the Board of Directors (the “Board”) of Constant Contact, Inc. (the “Company”) elected Julie M. B. Bradley and Lisa Weinstein to serve as Class I directors of the Company from July 1, 2015 until the annual meeting of stockholders of the Company to be held in 2017 and thereafter until each of their respective successors is duly elected and qualified. 8.01 On June 4, 2015, the Company issued a press release announcing that the Board has authorized the repurchase of up to $50 million of its common stock through July 1, 2016 (the “Repurchase Program”). | d936431d8k.htm |
| 2015-04-30 | 8-K | 2015-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2015, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2015. | d918750d8k.htm |
| 2015-01-29 | 8-K | 2015-01-29 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2015, Constant Contact, Inc. (the “Company”) announced its financial results for the fourth quarter and full year of 2014. | d863494d8k.htm |
| 2014-12-05 | 8-K | 2014-11-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 3, 2014, Thomas Anderson, a member of the Board of Directors of Constant Contact, Inc. (the “Company”), informed the Company that he is resigning from the Company’s Board of Directors, effective June 30, 2015. 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Grewal will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | d833535d8k.htm |
| 2014-10-23 | 8-K | 2014-10-23 | 2.02 Results of Operations and Financial Condition | 2.02 On October 23, 2014, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2014. | d806505d8k.htm |
| 2014-09-16 | 8-K | 2014-08-14 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | d788325d8k.htm |
| 2014-07-24 | 8-K | 2014-07-22 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On July 24, 2014, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2014. 8.01 On July 24, 2014, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $30 million of its common stock through July 31, 2015 (the “Repurchase Program”). | d763211d8k.htm |
| 2014-05-22 | 8-K | 2014-05-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the annual meeting of stockholders of Constant Contact, Inc. (the “Company”) held on May 20, 2014 (the “2014 Annual Meeting”), the Company’s stockholders approved the Company’s Amended and Restated 2011 Stock Incentive Plan (the “Amended 2011 Plan”), which was adopted by the Board of Directors of the Company on April 11, 2014 subject to stockholder approval. | d729180d8k.htm |
| 2014-05-01 | 8-K | 2014-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2014, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2014. | d719395d8k.htm |
| 2014-04-08 | 8-K | 2014-04-08 | 2.02 Results of Operations and Financial Condition | 2.02 On April 8, 2014, Constant Contact, Inc. (the “Company”) announced its preliminary financial results for the first quarter of 2014. | d707703d8k.htm |
| 2014-03-20 | 8-K | 2014-02-07 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | d696233d8k.htm |
| 2014-01-30 | 8-K | 2014-01-30 | 2.02 Results of Operations and Financial Condition | 2.02 On January 30, 2014, Constant Contact, Inc. (the “Company”) announced its financial results for the fourth quarter and full year 2013. | d666382d8k.htm |
| 2013-12-05 | 8-K | 2013-11-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Nault will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | d638403d8k.htm |
| 2013-10-24 | 8-K | 2013-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2013, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2013. | d614594d8k.htm |
| 2013-09-03 | 8-K | 2013-07-30 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which generally include minimum sale price thresholds. | d591113d8k.htm |
| 2013-07-25 | 8-K | 2013-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2013, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2013. | d575779d8k.htm |
| 2013-05-22 | 8-K | 2013-05-22 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Nault will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | d542273d8k.htm |
| 2013-05-02 | 8-K | 2013-05-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 1, 2013, Constant Contact, Inc. (the “Company”), as tenant, entered into a Lease (the “Lease”) with Battery Commercial Associates LLC, as landlord (the “Landlord”). | d529111d8k.htm |
| 2013-04-25 | 8-K | 2013-04-23 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 25, 2013, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2013. 8.01 On April 25, 2013, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $20 million of its common stock through December 31, 2013 (the “Repurchase Program”). | d528362d8k.htm |
| 2013-03-05 | 8-K | 2013-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 4, 2013, the Compensation Committee of the Board of Directors (the “Committee”) of Constant Contact, Inc. (the “Company”) approved changes to the compensation of Christopher M. Litster, a named executive officer (as identified in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders), in recognition of his promotion to the position as the Company’s Senior Vice President, Chief Sales and Marketing Officer. | d498127d8k.htm |
| 2013-02-25 | 8-K | 2013-02-20 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.02 On February 25, 2013, Constant Contact, Inc. (“Constant Contact”) issued a press release announcing the resignation of Rick W. Jensen described in Item 5.02 below (the “Press Release”). 5.02 On February 20, 2013, Mr. Jensen gave formal notice of his resignation as the Senior Vice President, Chief Sales and Marketing Officer of Constant Contact. 8.01 As disclosed under Item 2.02 of this Current Report on Form 8-K, on February 25, 2013, Constant Contact issued the Press Release. | d489219d8k.htm |
| 2013-01-31 | 8-K | 2013-01-31 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On January 31, 2013, Constant Contact, Inc. (the “Company”) announced its financial results for the full year and fourth quarter 2012. 5.02 On January 31, 2013, the Compensation Committee of the Company’s Board of Directors approved discretionary, one-time cash bonuses of $15,000 payable to Christopher M. Litster, the Company’s Vice President and General Manager, EventSpot, and $5,000 payable to David Gilbertson, the Company’s Vice President and General Manager, SaveLocal, in recognition of their performance in 2012. | d474955d8k.htm |
| 2013-01-03 | 8-K | 2012-12-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 27, 2012, Constant Contact, Inc. (the “Company”) entered into a Fourth Amendment to Lease (the “Fourth Amendment”) with respect to that certain lease with BP Reservoir Place LLC, as successor in interest to Boston Properties Limited Partnership (the “Landlord”). 5.02 On January 2, 2013, the Company entered into its standard Executive Severance Agreement with Kenneth J. Surdan, the Company’s Senior Vice President, Product, who joined the Company in June 2012. | d460422d8k.htm |
| 2012-12-06 | 8-K | 2012-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Grewal will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | d449961d8k.htm |
| 2012-10-25 | 8-K | 2012-10-25 | 2.02 Results of Operations and Financial Condition | 2.02 On October 25, 2012, the Company announced its financial results for the third quarter 2012. | d430130d8k.htm |
| 2012-08-23 | 8-K/A | 2012-06-12 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | d400646d8ka.htm |
| 2012-07-26 | 8-K | 2012-07-24 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.02 On July 26, 2012, the Company announced its financial results for the second quarter 2012. 5.02 On July 24, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of the Company voted to amend the Company’s 2012 Executive Cash Incentive Bonus Plan as it applies to Rick Jensen, the Company’s Senior Vice President and Chief Sales and Marketing Officer and a named executive officer (as identified in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders). | d385209d8k.htm |
| 2012-07-02 | 8-K | 2012-05-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On July 2, 2012, the Board of Directors (the “Board”) of Constant Contact, Inc. (the “Company”) elected Jay Herratti to serve as a Class I director of the Company until the Company’s 2014 Annual Meeting of Stockholders and thereafter until his successor is duly elected and qualified. 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Grewal will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | d374810d8k.htm |
| 2012-06-13 | 8-K | 2012-06-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 1.01 On June 12, 2012, Constant Contact, Inc., a Delaware corporation (“Constant Contact”), SinglePlatform, Corp., a Delaware corporation (“SinglePlatform”), Match Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Constant Contact (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 2.01 The information set forth under Item 1.01 – Agreement and Plan of Merger above is incorporated herein by reference as if fully set forth herein. 2.02 On June 13, 2012, Constant Contact issued a press release announcing the Merger Agreement described in Item 1.01 above and announcing an update to its financial guidance in light of the transactions contemplated thereby (the “Press Release”). 8.01 As disclosed under Item 2.02 of this Current Report on Form 8-K, on June 13, 2012, Constant Contact issued the Press Release announcing the Merger Agreement. | d365667d8k.htm |
| 2012-06-05 | 8-K | 2012-06-05 | 5.07 Submission of Matters to a Vote of Security Holders | d363717d8k.htm | |
| 2012-05-31 | 8-K | 2012-05-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 29, 2012, Constant Contact, Inc. (the “Company”), as tenant, entered into with Edward J. Conner, as landlord (the “Landlord”), a Lease (the “Lease”) and a related Work Letter Agreement (the “Work Letter Agreement”). | d361659d8k.htm |
| 2012-05-17 | 8-K | 2012-05-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d354815d8k.htm |
| 2012-04-26 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, the Company announced its financial results for first quarter of 2012. | d341416d8k.htm |
| 2012-03-12 | 8-K | 2012-03-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 7, 2012, Constant Contact, Inc. (the “Company”) entered into a retention agreement (the “Retention Agreement”) with John J. Walsh, Jr., the Company’s Senior Vice President, Engineering and Operations, following approval of the Retention Agreement by the Compensation Committee of the Company’s Board of Directors. | d312656d8k.htm |
| 2012-02-02 | 8-K | 2012-01-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 1.02 As disclosed in Item 1.01 of this Current Report on Form 8-K, pursuant to the terms of the Transition Agreement, the Severance Agreement and the Offer Letter were terminated effective as of the date of the Transition Agreement. 2.02 On February 2, 2012, the Company announced its financial results for the full year and fourth quarter 2011. | d293032d8k.htm |
| 2011-12-06 | 8-K | 2011-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 • The Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) approved the 2012 annual base salaries for the Company’s executive officers, including the Company’s named executive officers (as identified in the Company’s Proxy Statement for the 2011 Annual Meeting of Stockholders); • The Compensation Committee adopted the Company’s 2012 Executive Cash Incentive Bonus Plan (the “2012 Bonus Plan”); and • The Compensation Committee approved the award of a discretionary cash bonus of $20,000 to Harpreet S. Grewal, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | b89435e8vk.htm |
| 2011-10-27 | 8-K | 2011-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2011, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2011. | b88711e8vk.htm |
| 2011-09-14 | 8-K | 2011-09-09 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Grewal will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | b88091e8vk.htm |
| 2011-07-28 | 8-K | 2011-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2011, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2011. | b87496e8vk.htm |
| 2011-06-22 | 8-K | 2011-05-06 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On June 22, 2011, Constant Contact, Inc. (the “Company”) entered into its standard indemnification agreement with Rick W. Jensen, the Company’s Senior Vice President, Chief Sales and Marketing Officer. 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | b87043e8vk.htm |
| 2011-06-02 | 8-K | 2011-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 At the annual meeting of stockholders of Constant Contact, Inc. (the “Company”) held on May 31, 2011 (the “2011 Annual Meeting”), the Company’s stockholders approved the 2011 Stock Incentive Plan (the “2011 Plan”), which had previously been adopted by the Company’s board of directors subject to stockholder approval. | b86845e8vk.htm |
| 2011-05-24 | 8-K | 2011-05-24 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 As disclosed in Item 1.01 of this Current Report on Form 8-K, pursuant to the terms of the Transition Agreement, the Severance Agreement and the Offer Letter were terminated effective as of the date of the Transition Agreement. | b86695e8vk.htm |
| 2011-05-03 | 8-K/A | 2011-02-15 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | b86228e8vkza.htm |
| 2011-04-28 | 8-K | 2011-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2011, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2011. | b86213e8vk.htm |
| 2011-03-15 | 8-K | 2011-03-07 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | b85567e8vk.htm |
| 2011-02-25 | 8-K | 2011-02-18 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 On February 18, 2011, Constant Contact, Inc. (the “Company”), as tenant, entered into a Datacenter Lease (the “Lease”) with Digital 55 Middlesex, LLC, as landlord (“Digital 55”), an affiliate of Digital Realty Trust, Inc. (“DRT”), effective as of January 1, 2011. 1.02 As disclosed in Item 1.01 of this Current Report on Form 8-K, the Lease supersedes in its entirety the Prior Lease. | b85220e8vk.htm |
| 2011-02-16 | 8-K | 2011-02-15 | 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.01 On February 15, 2011, Constant Contact, Inc., a Delaware corporation (the “Company”), acquired substantially all of the assets of Bantam Networks, LLC, a Delaware limited liability company doing business as Bantam Live (the “Seller”), for a cash purchase price of $15,000,000 (subject to post-closing adjustment) and the assumption by the Company of post-closing liabilities under certain contracts of the Seller (the “Acquisition”). 2.02 On February 16, 2011, the Company issued a press release announcing the Acquisition (the “Acquisition Press Release”). 8.01 As disclosed under Item 2.02 of this Current Report on Form 8-K, on February 16, 2011, the Company issued the Acquisition Press Release announcing the Acquisition. | b84952e8vk.htm |
| 2011-02-03 | 8-K | 2011-02-03 | 2.02 Results of Operations and Financial Condition | 2.02 On February 3, 2011, Constant Contact, Inc. (the “Company”) announced its financial results for the full year and fourth quarter 2010. | b84692e8vk.htm |
| 2011-01-25 | 8-K | 2011-01-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 24, 2011, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Constant Contact, Inc. (the “Company”) approved a new form of performance stock option agreement (customer based) (the “Option Agreement”) for grants of performance stock options to its executive officers, including its named executive officers, under the Company’s 2007 stock incentive plan. | b84520e8vk.htm |
| 2011-01-06 | 8-K | 2010-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 31, 2010, Constant Contact, Inc. (the “Company”), as tenant, entered into a Turn Key Datacenter Lease (the “Lease”) with Digital Alfred, LLC, as landlord (“Digital Alfred”), an affiliate of Digital Realty Trust, Inc. (“DRT”). | b84144e8vk.htm |
| 2010-12-06 | 8-K | 2010-12-03 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 3, 2010, Constant Contact, Inc. (the “Company”) entered into its standard indemnification agreement with each of Daniel T. H. Nye, a member of the Company’s Board of Directors (the “Board”), Sharon T. Rowlands, a member of the Board, Harpreet S. Grewal, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and Christopher M. Litster, the Company’s Vice President and General Manager, Event Marketing. | b83689e8vk.htm |
| 2010-10-28 | 8-K | 2010-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2010, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2010. | b83236e8vk.htm |
| 2010-09-01 | 8-K | 2010-08-03 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Ms. Goodman will be sold on a periodic basis without further direction from her in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | b82559e8vk.htm |
| 2010-07-29 | 8-K | 2010-07-27 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On July 29, 2010, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2010. 5.02 On July 27, 2010, the Company’s Board of Directors (the “Board”) elected Sharon T. Rowlands to serve as a Class I director of the Company until the Company’s 2011 Annual Meeting of Stockholders and thereafter until her successor is duly elected and qualified. | b81923e8vk.htm |
| 2010-06-01 | 8-K | 2010-06-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 1, 2010, Constant Contact, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”). | b81185e8vk.htm |
| 2010-06-01 | 8-K | 2010-05-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 1, 2010, Constant Contact, Inc. (the “Company”) announced that Harpreet S. Grewal has been appointed as Executive Vice President, Chief Financial Officer and Treasurer of the Company, with an expected start date of July 6, 2010. | b81160e8vk.htm |
| 2010-04-29 | 8-K | 2010-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2010, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2010. | b80740e8vk.htm |
| 2010-03-23 | 8-K | 2010-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2010, Constant Contact, Inc. (the “Company”) announced that Robert P. Nault will serve as the Company’s interim Chief Financial Officer effective March 31, 2010, following Steven R. Wasserman’s previously announced resignation as the Company’s Vice President and Chief Financial Officer on such date. | b80141e8vk.htm |
| 2010-03-12 | 8-K | 2010-02-12 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | b80072e8vk.htm |
| 2010-02-04 | 8-K | 2010-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2010, Constant Contact, Inc. (the “Company”) announced its financial results for the fourth quarter of 2009 and the full year of 2009. | b79247e8vk.htm |
| 2009-12-02 | 8-K | 2009-11-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 • on December 1, 2009, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) approved the 2010 annual base salaries for the Company’s executive officers, including the Company’s named executive officers; • on December 1, 2009, the Compensation Committee adopted the Company’s 2010 Executive Cash Incentive Bonus Plan (the “2010 Bonus Plan”); • on December 1, 2009, the Compensation Committee approved the grant of performance stock options under the Company’s 2007 Stock Incentive Plan (the “2007 Stock Incentive Plan”) to the Company’s executive officers, including the Company’s named executive officers; and • on December 2, 2009, the Board adopted Amendment No. 2 (“Amendment No. 2”) to the Company’s 2007 Employee Stock Purchase Plan, as amended (the “2007 ESPP”). 8.01 Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Howd will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. | b78329e8vk.htm |
| 2009-12-01 | 8-K | 2009-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 1, 2009, Constant Contact, Inc. (the “Company”) and Steven R. Wasserman, the Company’s Vice President and Chief Financial Officer, entered into a Transition Agreement (the “Transition Agreement”) regarding Mr. Wasserman’s resignation as the Company’s Vice President and Chief Financial Officer and continued employment with the Company for a transition period. | b78299e8vk.htm |
| 2009-11-05 | 8-K | 2009-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2009, Constant Contact, Inc. (the “Company”) announced its financial results for the third quarter of 2009. | b77959e8vk.htm |
| 2009-09-08 | 8-K | 2009-08-20 | 8.01 Other Events | 8.01 Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such officers will be sold on a periodic basis without further direction from the officer in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. | b77185e8vk.htm |
| 2009-08-06 | 8-K | 2009-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2009, Constant Contact, Inc. (the “Company”) announced its financial results for the second quarter of 2009. | b76674e8vk.htm |
| 2009-06-04 | 8-K | 2009-05-29 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 On May 29, 2009, Constant Contact, Inc. (the “Company”) entered into a lease (the “Lease”) with Boston Properties Limited Partnership (the “Landlord”), pursuant to which the Company will lease office space in Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts, which is the current location of the Company’s principal executive offices. 1.02 The information disclosed under Item 1.01 is incorporated by reference into this Item 1.02. | b75737cce8vk.htm |
| 2009-05-07 | 8-K | 2009-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2009, Constant Contact, Inc. (the “Company”) announced its financial results for the first quarter of 2009. | b75384cce8vk.htm |
| 2009-04-01 | 8-K | 2009-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 31, 2009, Patrick Gallagher notified Constant Contact, Inc. (the “Company”) of his resignation from the Company’s Board of Directors, effective immediately. 8.01 On March 9, 2009, while it was permissible under the applicable securities laws for affiliates of the Company to purchase and sell securities of the Company, Michael T. Fitzgerald, one of the Company’s directors, entered into a binding trading plan to sell up to 60,000 shares of common stock of the Company from June 8, 2009 through December 19, 2009 (the “10b5-1 Plan”). | b74917cce8vk.htm |
| 2009-02-12 | 8-K | 2009-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2009, Constant Contact, Inc. (the “Company”) announced its financial results for the fourth quarter of 2008 and full year 2008. | b74141cce8vk.htm |
| 2008-12-10 | 8-K | 2008-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | b73190cce8vk.htm | |
| 2008-11-06 | 8-K | 2008-11-06 | 2.02 Results of Operations and Financial Condition | b72854cce8vk.htm | |
| 2008-09-16 | 8-K | 2008-08-14 | 8.01 Other Events | b72324cce8vk.htm | |
| 2008-08-12 | 8-K | 2008-08-12 | 2.02 Results of Operations and Financial Condition | b71628cce8vk.htm | |
| 2008-06-04 | 8-K | 2008-05-30 | 1.01 Entry into a Material Definitive Agreement | b70365cce8vk.htm | |
| 2008-05-08 | 8-K | 2008-05-08 | 2.02 Results of Operations and Financial Condition | b70049cce8vk.htm | |
| 2008-04-25 | 8-K | 2008-04-25 | 8.01 Other Events | b69826cce8vk.htm | |
| 2008-04-18 | 8-K | 2008-04-14 | 1.01 Entry into a Material Definitive Agreement | b69651cce8vk.htm | |
| 2008-04-11 | 8-K | 2008-04-11 | 2.02 Results of Operations and Financial Condition | b69539cce8vk.htm | |
| 2008-03-27 | 8-K | 2008-03-27 | 8.01 Other Events | b68284pre8vk.htm | |
| 2008-02-20 | 8-K | 2008-02-20 | 2.02 Results of Operations and Financial Condition | b68627cce8vk.htm | |
| 2007-12-12 | 8-K | 2007-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | b67765cce8vk.htm | |
| 2007-11-28 | 8-K | 2007-11-26 | 1.01 Entry into a Material Definitive Agreement | b67612cce8vk.htm | |
| 2007-11-08 | 8-K | 2007-11-08 | 2.02 Results of Operations and Financial Condition | b67488cce8vk.htm | |
| 2007-10-15 | 8-K | 2007-10-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | b67133cce8vk.htm |