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): February 20, 2013
Constant Contact, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001- 33707 | 04-3285398 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1601 Trapelo Road Waltham, Massachusetts |
02451 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Conditions.
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). The Press Release also discloses that Constant Contact reaffirms its financial guidance for the first quarter of 2013 and full year 2013 (the Reaffirmed Financial Guidance) that was disclosed in the press release issued by Constant Contact on January 31, 2013, which was furnished to the Securities and Exchange Commission (the Commission) under Item 2.02 of Constant Contacts Current Report on Form 8-K, as furnished to the Commission on January 31, 2013. A copy of the Press Release, solely with respect to the Reaffirmed Financial Guidance, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. His resignation will be effective on March 31, 2013.
Item 8.01 Other Events.
As disclosed under Item 2.02 of this Current Report on Form 8-K, on February 25, 2013, Constant Contact issued the Press Release. A copy of the Press Release is attached hereto as Exhibit 99.1 and, except with respect to the Reaffirmed Financial Guidance, is incorporated herein by reference. Except with respect to the Reaffirmed Financial Guidance, the Press Release shall be deemed filed for purposes of Section 18 of the Security Exchange Act of 1934 (the Exchange Act) and shall be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index hereto.
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: February 25, 2013 | By: | /s/ Robert D. Nicoson | ||||
Robert D. Nicoson | ||||||
Vice President and Chief Human Resources Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release issued by Constant Contact, Inc. on February 25, 2013 |
EXHIBIT 99.1
Constant Contact Promotes Christopher M. Litster to Lead Worldwide Sales and Marketing,
Re-affirms Q1 and FY 2013 Financial Guidance
WALTHAM, Mass. February 25, 2013 Constant Contact®, Inc. (NASDAQ) has promoted Christopher M. Litster to senior vice president, sales and marketing. Previously vice president and general manager of Constant Contacts EventSpot business unit and a member of the executive team, Litster will now head worldwide sales and marketing for the company. He will continue to report to CEO Gail Goodman.
In his more than seven years at Constant Contact, Litster has served in a variety of senior sales and marketing positions, running the conversion, website, and product marketing teams, in addition to the EventSpot business unit. In that time, he has developed a deep knowledge of both Constant Contacts business and the small business market the company serves.
Chriss strategic and operational leadership have proven to be great assets to Constant Contact throughout his tenure here, and Im confident that he is the right person for the job. He knows the Constant Contact business inside and out, plus he knows the team and the organization, which means zero time spent getting up to speed on our business, said Goodman. Our focus remains firmly on delivering near-term customer growth and executing against our long-term goal of revolutionizing the success formula for small businesses.
Litster replaces Rick Jensen, who is leaving Constant Contact due to a family medical situation. Jensen will remain with Constant Contact through the end of the first quarter to ensure a smooth transition. We thank Rick for all of his contributions. He has been a great leader here at Constant Contact, and were disappointed to see him go. Of course, we fully understand and support his decision to focus on his family during this difficult time, said Goodman.
Joel Hughes, senior vice president of strategy and corporate development, will lead the EventSpot business unit, reporting to Goodman. Joels past experience will serve us well as we continue to make EventSpot one of our major growth catalysts, said Goodman.
In conjunction with this announcement, Constant Contact is re-affirming its previously stated financial guidance for the first quarter and the full year 2013, previously announced in its financial results press release dated Thursday, January 31, 2013.
About Constant Contact, Inc.
Constant Contact wrote the book on Engagement Marketing the new marketing success formula that helps small organizations create and grow customer relationships in todays socially connected world. More than half a million small businesses, nonprofits and associations worldwide use the companys online marketing tools to generate new customers, repeat business, and referrals through email marketing, social media marketing, event marketing, local deals, digital storefronts, and online surveys. Only Constant Contact offers the proven combination of affordable tools and free KnowHow®, including local seminars, personal coaching and award-winning product support. The company further supports small organizations through its extensive network of consultants/resellers, technology providers, franchises and national associations.
Constant Contact and the Constant Contact Logo are registered trademarks of Constant Contact, Inc. All Constant Contact product names and other brand names mentioned herein are trademarks or registered trademarks of Constant Contact, Inc. All other company and product 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, including but not limited to, statements regarding Constant Contacts financial guidance for the first quarter and full-year 2013 and the ability to grow its EventSpot product offering. 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 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 Contacts control. Constant Contacts 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 companys ability to attract new customers and retain existing customers, the companys dependence on the market for email marketing services for small organizations, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which the company operates, the companys ability to successfully develop and introduce new products and add-ons or enhancements to existing products, including the Social Campaigns and SaveLocal products, the successful integration of SinglePlatform, adverse regulatory or legal developments, litigation risk and expense, the companys ability to continue to promote and maintain its brand in a cost-effective manner, changes in the competitive environment, the companys ability to compete effectively, the companys ability to attract and retain key personnel, the companys ability to protect its intellectual property and other proprietary rights, and other risks detailed in Constant Contacts most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission as well as other documents that may be filed by the company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Constant Contacts 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 Contacts views as of any date subsequent to the date of this press release.
(CTCT-F)
Media Contact:
Erika Tower, Constant Contact
781-482-7039
pr@constantcontact.com
Investor Contact:
Jeremiah Sisitsky, Constant Contact
339-222-5740
ir@constantcontact.com
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