-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Te5nQYueyxekFO9WwwzqDrFVKZIuOsHT3H52lIDW1uPOC5U+kJOFJMFEUzRRPuvT CeUVrq0hCHe3fZk+GkLlOw== 0000950135-09-002455.txt : 20090401 0000950135-09-002455.hdr.sgml : 20090401 20090401161408 ACCESSION NUMBER: 0000950135-09-002455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090331 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090401 DATE AS OF CHANGE: 20090401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Constant Contact, Inc. CENTRAL INDEX KEY: 0001405277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 043285398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33707 FILM NUMBER: 09723540 BUSINESS ADDRESS: STREET 1: 1601 TRAPELO ROAD STREET 2: SUITE 329 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-472-8100 MAIL ADDRESS: STREET 1: 1601 TRAPELO ROAD STREET 2: SUITE 329 CITY: WALTHAM STATE: MA ZIP: 02451 8-K 1 b74917cce8vk.htm CONSTANT CONTACT, INC. e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 31, 2009
Constant Contact, Inc.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001- 33707   04-3285398
 
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification No.)
     
Reservoir Place    
1601 Trapelo Road, Suite 329    
Waltham, Massachusetts   02451
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (781) 472-8100
 
(Former Name or Former 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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Press release entitled "Constant Contact Names Daniel Nye to Board of Directors," issued by the Company on April 1, 2009


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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     (b) Resignation of Director
     On March 31, 2009, Patrick Gallagher notified Constant Contact, Inc. (the “Company”) of his resignation from the Company’s Board of Directors, effective immediately. Mr. Gallagher’s decision to resign as a director was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
     (d) Election of Director
     On March 31, 2009, the Company’s Board of Directors elected Daniel T. H. Nye as a director to fill the vacancy created by Mr. Gallagher’s resignation. Mr. Nye was designated as a class II director and was elected to serve until the Company’s 2009 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. From February 2007 until December 2008, Mr. Nye served as Chief Executive Officer of LinkedIn Corporation, an online professional networking company. Mr. Nye was recommended to the Board of Directors by the Nominating and Corporate Governance Committee of the Board of Directors, in accordance with the provisions of its charter.
     There are no arrangements or understandings between Mr. Nye and any other person pursuant to which Mr. Nye was elected as a director. Mr. Nye has also been appointed to serve on the Audit Committee of the Board of Directors. There are no transactions in which Mr. Nye has an interest requiring disclosure under Item 404(a) of Regulation S-K.
     In accordance with the Company’s director compensation policy, Mr. Nye will receive an annual retainer of $20,000 for service as a director, an additional annual fee of $5,000 for service on the Audit Committee and reimbursement for out-of-pocket expenses incurred in connection with attending the Company’s board and committee meetings.
     In accordance with the Company’s 2007 stock incentive plan, upon his election to the Board of Directors, Mr. Nye was granted an option to purchase 25,000 shares of the Company’s common stock with an exercise price of $13.99, the closing share price of the Company’s common stock on the date of grant, March 31, 2009. The option will vest over a three-year period, with 33.33% of the shares underlying the option vesting on March 31, 2010, and an additional 8.33% of the shares underlying the option vesting each three months thereafter, subject to Mr. Nye’s continued service as a director.
Item 8.01. Other Events
     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”).
     Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Fitzgerald will be sold on a periodic basis without further direction from Mr. Fitzgerald in accordance with the terms and conditions set forth in the 10b5-1 Plan, which include minimum sale price thresholds. Under the Company’s insider trading policy, trades will not occur under the 10b5-1 Plan until at least 90 days after the execution date of the 10b5-1 Plan.
     The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Transactions made pursuant to the 10b5-1

 


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Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of the 10b5-1 Plan described above.
Item 9.01. Financial Statements and Exhibits
     (d) Exhibits
           The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CONSTANT CONTACT, INC.
 
 
Date: April 1, 2009  By:   /s/ Robert P. Nault    
    Robert P. Nault   
    Vice President and General Counsel   
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press release entitled “Constant Contact Names Daniel Nye to Board of Directors,” issued by the Company on April 1, 2009.

 

EX-99.1 2 b74917ccexv99w1.htm EX-99.1 PRESS RELEASE ENTITLED "CONSTANT CONTACT NAMES DANIEL NYE TO BOARD OF DIRECTORS," ISSUED BY THE COMPANY ON APRIL 1, 2009 exv99w1
Exhibit 99.1
For Immediate Release
Constant Contact Names Daniel Nye to Board of Directors
Former LinkedIn CEO brings social media and high-growth company expertise
WALTHAM, MA. — April 1, 2009 Constant Contact®, Inc. (NasdaqGM: CTCT), a leading provider of email marketing and online surveys for small businesses and organizations, today announced the appointment of Daniel Nye to its board of directors. Nye brings a strong operating background in the small business market segment to the board, as well as expertise in web services, social networking, and the internationalization of small business products and services.
Nye previously served as the chief executive officer and a member of the board of directors of LinkedIn Corporation. During his tenure, he led LinkedIn through a period of extraordinary growth, transforming it into a high profile enterprise. Prior to that, Nye was the executive vice president and general manager of Advent Software. At Advent, Nye was a member of the executive team that completed a successful turnaround of the company, restoring double digit annual revenue growth, broadening the product line, and improving customer relationships. Prior to Advent Software, Nye served as vice president and general manager of Intuit’s Small Business Division and vice president of its International Division. In these roles, he managed the QuickBooks business, a number of online products and Intuit’s businesses outside the United States.
“As the leading provider of email marketing and online survey tools for small businesses and organizations, Constant Contact is always looking for new opportunities to provide additional value to our customers,” said Gail Goodman, CEO of Constant Contact. “Dan Nye understands high-growth businesses and how new technologies, such as social media, can further a company’s efforts to extend its leadership and deliver even more effective products to its customers.”
“Constant Contact’s customer focus is a cornerstone of its success,” said Nye. “The company has successfully integrated the needs of its customers into its business model, and I look forward to lending my experience to Constant Contact’s continued growth and industry leadership.”
Nye holds a Bachelors of Arts degree from Hamilton College and a Master of Business Administration degree from Harvard Business School. He is currently a member of the Hamilton College Board of Trustees.
Nye replaces Patrick Gallagher, who resigned his board seat to concentrate on his firm’s venture investments.

 


 

About Constant Contact Inc.
Launched in 1998, Constant Contact is a leading provider of email marketing and online survey solutions for small businesses, nonprofits, and associations. To learn more, please visit www.constantcontact.com or call 781-472-8100.
Constant Contact and the Constant Contact logo are registered trademarks of Constant Contact, Inc. All other company names may be trademarks or service marks of their respective owners.
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of our management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms, and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Constant Contact’s control. Constant Contact’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, the Company’s ability to attract new customers and retain existing customers; the Company’s dependence on the market for email marketing services for small businesses, nonprofits, and associations; general economic conditions and economic conditions specifically affecting the markets in which the Company operates; adverse regulatory or legal developments; the Company’s ability to continue to promote and maintain its brand in a cost-effective manner; the Company’s ability to compete effectively; the continued growth and acceptance of email as a communications tool; the Company’s ability to develop and successfully introduce new products or enhancements to existing products; the Company’s ability to manage growth; the Company’s ability to attract and retain key personnel; the Company’s ability to protect its intellectual property and other proprietary rights; and other risks detailed in Constant Contact’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities Exchange Commission (“SEC”) on March 12, 2009, as well as other documents that may be filed by the Company from time to time with the SEC. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Constant Contact’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. Constant Contact undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Constant Contact’s views as of any date subsequent to the date of this press release.
###
(CTCT-F)
Media Contact:
Constant Contact
Christopher Nahil, 781-472-8134
cnahil@constantcontact.com
or
Investor Contact:
Constant Contact
Jeremiah Sisitsky, 339-222-5740
jsisitsky@constantcontact.com

 

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