SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 000-26679 ART TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 04-3141918 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 25 First Street, Cambridge, Massachusetts 02141 Jeet Singh Chief Executive Officer Art Technology Group, Inc. 25 First Street Cambridge, Massachusetts 02141 (617) 386-1000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: |X| No: |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any attachment to this Form 10-K. |_| The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1,366,309,680 based on the closing price of the Common Stock on the NASDAQ National Market on March 26, 2001. The number of shares of the registrant's Common Stock outstanding as of March 26, 2001, was 68,315,484. Documents Incorporated by Reference DOCUMENT DESCRIPTION 10-K PART -------------------- --------- Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 14, 2001................. III EXPLANATORY NOTE Due to an oversight, the number of shares outstanding on March 26, 2001 and the market value of the voting stock on that date were omitted from the original filing. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of April 6, 2001. ART TECHNOLOGY GROUP, INC. (Registrant) By: /s/ Jeet Singh -------------- Jeet Singh Chief Executive Officer (Principal Executive Officer) By: /s/ Ann C. Brady ---------------- Ann C. Brady Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as of April 6, 2001. NAME TITLE ---- ----- /s/ Phyllis S. Swersky Director ---------------------- Phyllis S. Swersky /s/ Scott A. Jones Director ------------------ Scott A. Jones /s/ Charles R. Lax Director ------------------ Charles R. Lax /s/ Thomas N. Matlack Director --------------------- Thomas N. Matlack /s/ Robert F. Walters Director --------------------- Robert F. Walters /s/ Joseph T. Chung Chairman of the Board --------------------- Joseph T. Chung /s/ Jeet Singh Director and Chief Executive Officer --------------------- Jeet Singh