SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
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ART TECHNOLOGY GROUP, INC.
(Name of Registrant as Specified In Its Charter)
Mitchell Wright Technology Group, LLC, SSH Partners I, LP, Mitchell-Wright, LLC,
Arcadia Partners, L.P., Arcadia Capital Management, LLC, James Dennedy and
Richard Rofe
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Attached as Exhibit 1 is a press release issued by Mitchell-Wright Technology
Group, LLC on October 6, 2004.
Exhibit 1
FOR IMMEDIATE RELEASE CONTACT:
October 6, 2004 Ellen Gonda
Brunswick Group
(212) 333-3810
MWTG INVESTOR GROUP REQUESTS CLARITY AND FULL DISCLOSURE FROM ARTG
Did ARTG meet or miss management guidance?
MWTG reiterates that it's the wrong time for Primus acquisition
Mitchell-Wright Technology Group, LLC ("MWTG") appreciates Art Technology
Group's [NASDAQ: ARTG] recent financial disclosure on their preliminary third
quarter results but the disclosure is incomplete and does not allow investors to
obtain a full and complete picture on the Company's financial health. MWTG
requests that the Company provide clarification on the results so that
shareholders will have a clear understanding of the operating performance during
the third quarter before voting on the Primus Knowledge Solutions merger at the
October 22, 2004 Special Meeting.
During the July 22, 2004 second quarter conference call, the Company issued
guidance stating, "For the third quarter of 2004, the company anticipates
greater than 10% sequential revenue growth over the second quarter of 2004.
Please note that our guidance excludes the previously mentioned government
transaction being recorded during the third quarter." [emphasis added]
James Dennedy, Managing Partner of MWTG, commented, "The third quarter growth
estimates were stated several times during the call and management was quite
emphatic that third quarter revenue growth would be greater than 10% excluding
the government contract. We think it is important for the company to provide
additional detail on the preliminary third quarter results so that shareholders
can assess management's performance during the quarter."
Mr. Dennedy pointed out that the total revenue for the second quarter was $14.3
million, which would indicate total revenue for the third quarter based on
management's guidance, including the government contract with an estimated value
of $2 million, of greater than $17.7 million. MWTG requests that the company
specifically address the following questions:
1. Is the "multi-million dollar contract" referred to in ARTG's release
the government contract?
2. What is the status of the government contract?
3. Does the preliminary guidance include revenue from the contract and if
so, what is the amount of revenue attributable to the contract?
4. Since investors would also benefit from additional information
regarding key balance sheet items, including debt, accounts receivable
and accounts payable at the end of the third quarter, will ARTG
release this information?
In short, investors need to know if this management has failed to perform in
accordance with previously issued guidance provided to investors.
WRONG TIME FOR PRIMUS
Increasing shareholder value must be the Board's number one goal. ARTG's third
quarter results prove our point; the Company can become profitable and can
enhance shareholder value without the Primus merger. The better alternative is
to avoid a dilutive acquisition with Primus, under the questionable plan offered
by management; and instead, operate independently, improve financial performance
and only then pursue the Company's strategic options. In fact, management stated
in their press release that it "anticipates that it will be near break-even for
the third quarter of 2004." If this is true, then now is the wrong time to add
complexity and an ailing partner to the business for the following reasons:
1. Primus revenues continue to be below market expectations.
2. Primus has not yet fully integrated prior acquisitions.
3. Primus has negative earnings per share.
There is no reason to put further pressure on ARTG's operations and finances. In
short, the timing of this acquisition is poor, ATG is paying too much for
Primus, and the financial and operating risks of integrating an ailing partner
are too high. These actions severely threaten shareholder value.
In the coming days, MWTG will outline additional reasons to vote against the
merger and offer more information on a better alternative plan to enhance
shareholder value.
# # #
Mitchell-Wright Technology Group, LLC, Mitchell-Wright, LLC, SSH partners I, LP,
Arcadia Partners, L.P., Arcadia Capital Management, LLC, James Dennedy and
Richard Rofe are participants in a solicitation of proxies from the shareholders
of Art Technology Group, Inc. for use for use at its special meeting scheduled
to be held on October 22, 2004. Information relating to these participants and
certain other persons who may also be deemed to be participants in the
solicitation of proxies is contained in their preliminary proxy statement filed
with the Securities and Exchange Commission on September 28, 2004. A copy of
that preliminary proxy statement is currently available at no charge on the
Securities and Exchange Commission's website at http://www.sec.gov.
Shareholders of Art Technology Group, Inc. are advised to read the proxy
statement and the other documents related to the solicitation of proxies by
Mitchell-Wright Technology Group, LLC and the other participants when they
become available because they will contain important information. When
completed, a definitive proxy statement and a form of proxy will be mailed to
shareholders and will be available at no charge at the Securities and Exchange
Commission's website. In addition, you may also obtain a free copy of the
definitive proxy statement when it is available by contacting Innisfree M&A
Incorporated toll free at (888) 750-5834 (banks and brokers call collect at
(212) 750-5833).
END OF FILING