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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33707
      CONSTANT CONTACT,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3285398(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1601 Trapelo Road, Third Floor

02451Waltham, Massachusetts

(Zip code)(Address of principal executive
    offices)   (781) 472-8100
    (Registrants telephone number, including area code)
    Securities registered pursuant to Section 12(b) of the
    Act:
 Title of Class

Name of Exchange on Which RegisteredCommon Stock, $.01 par value

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer o

Accelerated filer þ

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
      Form 10-K.




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##### 





CONSTANT
    CONTACT, INC.
  INDEX
   
 PageNumberPART IITEM 1.


BUSINESS


2ITEM 1A.


RISK FACTORS


16ITEM 1B.


UNRESOLVED STAFF COMMENTS


30ITEM 2.


PROPERTIES


30ITEM 3.


LEGAL PROCEEDINGS


30ITEM 4.


(REMOVED AND RESERVED)


30PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


31ITEM 6.


SELECTED FINANCIAL DATA


32ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


33ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


44ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


45ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


67ITEM 9A.


CONTROLS AND PROCEDURES


67ITEM 9B.


OTHER INFORMATION


68PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


68ITEM 11.


EXECUTIVE COMPENSATION


68ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


68ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


68ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


68PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


69SIGNATURES


70EX-10.40EX-10.41EX-10.42EX-10.43EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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Forward-Looking
    Statements
  Form 10-K Form 10-K Form 10-K,
  Form 10-K




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PART I  ITEM 1.
    BUSINESS  Overview
  tm tm
  tm ® ® ® ®
    pay-per-click word-of-mouth
 2




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(781) 472-8100. www.constantcontact.com. Form 10-K. www.sec.gov
  Background
    
    Targeted.  Engagement Marketing enables
    organizations to tailor messages to specific audiences and
    provides recipients the opportunity to respond directly,
    increasing engagement.
    Effective and Efficient.  Online marketing
    tools combine low cost with measurable responses and provide an
    attractive return on investment. Most social media networking
    sites are free, allowing organizations to get started in social
    media marketing with little or no upfront costs.
    Timely.  The cycle from concept through design
    and execution for online marketing campaigns is generally
    shorter than the timeline for more traditional marketing methods
    such as direct mail. Reducing cycle time allows organizations to
    respond rapidly to market conditions and opportunities. Social
    media marketing, in particular, provides instant feedback
    allowing organizations to analyze real-time information to
    detect trends and make changes or adjustments.
    Content and Reach.  Email marketing campaigns,
    event marketing and surveys provide rich content while social
    media marketing tools allow organizations to extend the reach of
    these communications into other interactive areas of the web.
    Intuitive and Simple.  Engagement Marketing
    works because it represents what small organizations have always
    done: create close connections with customers and members by
    starting dialogues and maintaining relationships. We believe our
    products provide the technology and tools to simplify this
    process.  Constant
    Contact Market Opportunity
     3




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Business
    Strengths
    
    Solutions Tailored to Meet the Needs of Small
    Organizations.  With millions of personal customer
    interactions each year by way of seminars, personal coaching and
    support and ongoing market research and customer surveys, we
    believe we have unique insights into the motivations and
    challenges facing small organizations. Our easy-to-use and
    affordable integrated suite of online marketing products,
    education, support, Knowhow and coaching with a personal touch
    are designed to help our customers succeed.
    Efficient Customer Acquisition Model.  We
    believe that we have developed an efficient customer acquisition
    model that generates an attractive return on our sales and
    marketing expenditures. We utilize a variety of marketing
    channels to acquire new customers including online advertising,
    partner relationships, television and radio advertising,
    referrals, print advertising, in-person seminars, public
    relations and other programs that enhance our brand.
    Attractive Life-Time Value Model.  Based on our
    historical average retention rate and revenue per unique
    customer, we estimate a lifetime revenue value of approximately
    $1,700 per customer implying payback on cost of acquisition of
    less than one year.
    Integrated Multiple Engagement Marketing Product
    Offerings.  We launched our email marketing
    product in 2000. In 2007, we launched our online survey product
    and, in 2009, we launched our event marketing product. We began
    offering NutshellMail, a free social media monitoring tool
    designed for small organizations, in 2010. Shortly thereafter,
    we added social media marketing functionality to all of our
    products. Our products are complementary and integrated. When
    used in combination, we believe our products provide our
    customers with a unified, efficient Engagement Marketing
    platform that enhances their ability to create, build and
    strengthen customer relationships.
    Significant Base of Recurring Revenue.  We
    benefit from a high level of customer loyalty. From January 2005
    through December 2010, at least 97.4% of email marketing
    customers in a given month have continued to subscribe to our
    products in the following month. We believe this represents a
    high level of customer retention, particularly given the
    unpredictable life cycle of small organizations. These customers
    provide us with a significant base of recurring revenue and
    visibility into future performance.
    Commitment to Delighting our Customers.  We
    seek to delight our customers whenever possible. We do so
    through easy-to-use products, free unlimited support, Knowhow,
    coaching with a personal touch and education in the form of
    local seminars, webinars, tutorials and informational materials
    on best practices. We believe that our commitment to delighting
    our customers encourages prospects to trial our products and
    convert to paying customers. We also believe that this
    commitment encourages our customers to use our products
    effectively and to achieve meaningful results, which leads to
    new customer referrals. 4




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
    Software-as-a-Service (SaaS).  We provide our
    products on an on-demand basis, meaning that our customers can
    access and use our products through a standard web browser. This
    enables our customers to rapidly begin using our products with
    minimal upfront costs and limited technical expertise. It also
    allows us to deploy new applications and upgrades quickly and
    efficiently to our existing customers.  Growth
    Strategy
    
    Acquire New Customers.  We aggressively seek to
    continue to attract new customers by promoting the Constant
    Contact brand, educating prospects on the benefits of email and
    social media marketing, event marketing and online surveys,
    coaching, referrals and encouraging small organizations to
    engage with our products.
    Cross-Sell Our Products.  Our large and growing
    paying customer base provides significant cross-sell
    opportunities. We believe that we have a significant opportunity
    to sell our event marketing and survey products to our existing
    email marketing customers and to sell email marketing to our
    growing base of event marketing customers. We plan to market
    aggressively to our existing customer base to increase the
    number of products per customer.
    Drive Increased Usage.  By providing tools,
    best practices, education, coaching and support, we help our
    customers increase the sizes of their contact list, which drives
    increased usage of our products by our customers.
    Increase Revenue Per Customer and Retain our
    Customers.  As a result of our initiatives to
    cross-sell our products and services and drive effective usage
    of all of our products, we seek to increase total revenue from
    each customer. In addition, as our research has shown that
    customers who use more than one product have higher retention
    rates, we believe increased usage of our products improves our
    customer retention rates over time.
    Enhance Existing Products/Launch New
    Products.  We plan to continue to invest in
    research and development to maintain our leadership position in
    Engagement Marketing products by enhancing our current product
    offerings, as well as by launching new products that uniquely
    meet the needs of small organizations.
    Pursue Complementary Acquisitions.  We have
    made complementary acquisitions in the past and we intend to
    continue to evaluate potential acquisitions of additional
    technologies or businesses to enhance our technology and our
    product offerings and to access new customers and markets.
    Expand Internationally.  We currently sell our
    products to customers in over 160 countries and territories,
    despite limited marketing efforts outside of the United States.
    In 2010, we hired two Regional Development Directors in Canada.
    We also offer certain customer support services in Spanish,
    including email marketing templates and webinars. We believe
    that opportunities exist to more aggressively market our
    products outside the U.S.  Our
    Products and Services
  Email
    Marketing
    
    Campaign Creation Wizard.  This comprehensive,
    easy-to-use interface enables our customers to create and edit
    email campaigns. Through intuitive controls, customers can
    readily change colors, fonts, borders and backgrounds and insert
    images and logos to help ensure that their emails appear
    professional.
    Professionally Developed Templates.  Over 450
    pre-designed email campaign templates help customers quickly
    create attractive and professional looking campaigns. These
    templates reflect a wide variety of 5




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themes and styles ranging from newsletters, business letters,
    promotions and announcements and can be refined by varying color
    and formats. Our editing functionality enables customers to
    easily modify the templates. We also provide templates designed
    to appeal to specific vertical markets.  
    Contact List Growth and Management.  These
    tools help our customers build and manage their email contact
    lists. Our contact list building tools include file and
    spreadsheet import functionality as well as software plug-ins to
    import contact lists maintained in
    Microsoft®

    Outlook®,

    Microsoft®

    Outlook
    Express®,

    Intuit®

    QuickBooks®,

    ACT!®

    by Sage Software and
    Salesforce®.

    We also offer a contact capture tool that enables customers to
    add and update contacts directly from a computer or point of
    sale device and an
    iPhone®

    application with list building features. Finally, we provide
    customers the ability to add a Join My Mailing List
    application on the customers website, blog and Facebook
    page, which can be used to gather new contacts. Our list
    management tools enable a customer to target or segment contacts
    for all or specific campaigns and monitor email addresses to
    which previous campaigns could not be delivered.
    Email Tracking and Reporting.  These features
    enable our customers to review and analyze the overall
    effectiveness of a campaign by tracking and reporting aggregate
    information, including how many emails were delivered, how many
    were opened and which links were clicked on. These features also
    enable our customers to identify on an individual basis which
    contacts received an email, opened an email and clicked on
    particular links within the communication.
    Social Media Integrations.  Email campaigns can
    be easily shared across multiple social media networks using our
    Simple Share and Tweet this Email tools. In addition, our
    customers may add social media links, such as links to Facebook
    pages and Twitter feeds, as well as Share and
    Like buttons, to their emails to encourage
    recipients to share and connect on social networks. Our Social
    StatsTM

    feature provides easy access to social media analytics, with an
    easy-to-read,
    graphical breakdown that shows how much buzz email
    campaigns are generating on social networking sites.
    Email Delivery Management.  Delivery management
    tools are incorporated throughout our product and are designed
    to maintain our high deliverability rates. Some of these tools
    are readily apparent to our customers, such as in-depth delivery
    tracking. Others are delivered through back-office processes,
    such as a spam content check and address validation. To further
    improve the percentage of emails delivered, we work closely with
    Internet service providers, or ISPs, on spam prevention issues.
    We also include processes and verifications that greatly
    increase compliance with anti-spam standards. According to data
    measured by an independent third party, over 97% of our
    customers emails were delivered past any spam filters or
    controls to their target email inboxes in the United States
    during 2010. In addition, unsubscribe requests are automatically
    processed to help ensure ongoing compliance with government
    regulations and email marketing best practices.
    MyLibrary and MyLibraryPlus.  With MyLibrary,
    we enable customers to store up to five images and five
    documents and presentations for free. Stored images may be
    edited and resized as necessary for use in email campaigns.
    Customers can purchase MyLibraryPlus, our premium image and
    document hosting service, for an additional $5.00 per month.
    MyLibraryPlus provides access to our stock image gallery of
    thousands of images and up to 50 megabytes of document and
    image storage.
    Email Archive.  We offer our customers the
    ability to create a hosted version of current and past email
    campaigns on our system and make them readily available to their
    constituents via a link on a customers website or on
    Facebook or Twitter. The service, which is available for an
    additional $5.00 per month, extends the life of up to 250 email
    campaigns and provides our customers an ability to showcase on
    their website and social media sites the extent and breadth of
    their communication efforts.
    Security and Privacy.  We protect our
    customers data using security practices and technology
    solutions that are often unavailable to small organizations. We
    do not use our customers confidential information,
    including their contact lists, except in the delivery of our
    product, nor do we share, sell or rent this information.   6




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Social
    Media Marketing
  easy-to-read,
  ® ®
  Event
    Marketing
    
    Event Registrations.  We make online
    registration quick and easy by offering convenient, customizable
    forms to capture names, email addresses and other company or
    personal information. Our customers can offer registrants the
    option of registering one or more guests, which assists
    customers to accurately plan event attendance. Options for guest
    registration include limits on the number of guests each
    registrant can bring, different event fees for member and
    non-member guests and an option for registrants to pay for their
    guests during the registration process. Customers can also
    collect information for each registered guest to help track new
    business leads and grow their existing contact list.
    Email Invitations and Reminders.  Our easily
    customizable templates enable our customers to send professional
    looking communications such as invitations, reminders, updates
    and confirmations. Our event marketing product includes an event
    creation wizard, over 130 preformatted and customizable event
    theme templates, list management capabilities and access to free
    unlimited customer support. Our customers can use the
    Forward-to-a-Friend
    feature to increase event attendance.
    Hosted Event Homepage.  Our customers can
    create an event homepage that includes event details such as
    images, special guests and integrated online maps. Links on the
    homepage bring visitors to the registration page. The homepage
    can also be used to share post-event photos, materials and
    presentations.
    Promote Events.  Our customers can promote
    their event on any website, blog or social media network,
    allowing small businesses and organizations to reach potential
    event attendees who do not subscribe to their email list. Our
    Tweet My Event feature automatically shortens the homepage or
    registration page URL and sends a tweet from the
    users Twitter account. An event link can be included on
    any website or social media site such as Facebook, Twitter,
    YouTube,
    Flickr®

    and LinkedIn.
    Collect Payments and Issue Tickets.  When
    setting up an event, customers can select the preferred currency
    for the event or make the event free. The correct currency
    symbol will display to registrants and, if credit card payment
    is enabled, the correct currency will be processed via
    PayPal®.

    Customers have the option to create and distribute tickets to
    their events, which registered attendees can print. 7




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Survey
    easy-to-understand ® ® follow-up
  Customer
    Support
          Other
    Services
    Custom Services.
  Training Programs.
 8




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two-day
  Pricing
  60-day 60-day
    Number of Unique Email Addresses

Monthly PricingUp to 500

$
15.00501-2,500

$
30.002,501-5,000

$
50.005,001-10,000

$
75.0010,001-25,000

$
150.00       Customers
  business-to-business business-to-consumer business-to-business business-to-consumer
 9




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Sales and
    Marketing
    Customer
    Acquisition Sources
  Online Advertising. pay-per-click ® ® tm
  Partners. ®
  Television and Radio Advertising.
  Print Advertising.
  Word-of-Mouth
    Referrals.
  Footer Click-Throughs.
 10




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Sales
    Efforts
  Communications Consultants.
  Local Evangelism.
  Distance Learning.
  Other
    Initiatives
  Press Relations and Thought Leadership. Hints & Tips The Constant
    Contact Guide to Email Marketing
  Website Marketing. visitor-to-trial trial-to-paying
  Customer Cross-Sell.
  Customer Retention.
  Vertical Marketing.
  Community.
  Constant Contact Marketplace.
 11




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Small Business Organization Initiatives.
    Technology
    and Operations
    around-the-clock
      Research
    and Development
     12




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Competition
    
    ease of use;
    product functionality, performance and reliability;
    customer support, coaching and education;
    integrated solutions;
    cost;
    email deliverability rates; and
    product scalability.  ® tm
  tm
     13




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Government
    Regulation
        
    prohibiting false or misleading email header information;
    prohibiting the use of deceptive subject lines;
    ensuring that recipients may, for at least 30 days after an
    email is sent, opt out of receiving future commercial email
    messages from the sender, with the opt-out effective within
    10 days of the request;
    requiring that commercial email be identified as a solicitation
    or advertisement unless the recipient affirmatively assented to
    receiving the message; and
    requiring that the sender include a valid postal address in the
    email message.    and/or
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and/or
    
    new customers signing up for our services must agree that they
    will send email through our service only to persons who have
    given their permission;
    when an email contact list is uploaded, the customer must
    certify that it has permission to email each of the addressees;
    when an individual indicates that they want to be added to a
    mailing list, they may receive a confirmation email and may be
    required to confirm their intent to be added to the contact
    list, through a process called double opt-in;
    we electronically inspect all of our customers email
    contact lists to check for spam traps, dictionary attack
    patterns and lists that fail to meet our permission
    standards; and
    for customers with large email address lists, we conduct list
    review interviews to verify that the list is properly acquired
    and permission-based and that the proposed messages meet our
    content standards. Initial campaigns using such lists are
    conducted in stages, so that we can terminate the campaign early
    if the use of the list generates an unusually high number of
    complaints.  Intellectual
    Property
      ®
  Employees
   15




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Facilities
    ITEM 1A.
    RISK
    FACTORS  Our business is subject to numerous risks. We caution you
    that the following important factors, among others, could cause
    our actual results to differ materially from those expressed in
    forward-looking statements made by us or on our behalf in
    filings with the SEC, press releases, communications with
    investors and oral statements. Any or all of our forward-looking
    statements in this Annual Report on
    Form 10-K
    and in any other public statements we make may turn out to be
    wrong. They can be affected by inaccurate assumptions we might
    make or by known or unknown risks and uncertainties. Many
    factors mentioned in the discussion below will be important in
    determining future results. Consequently, no forward-looking
    statement can be guaranteed. Actual future results may vary
    materially from those anticipated in forward-looking statements.
    We undertake no obligation to update any forward-looking
    statements, whether as a result of new information, future
    events or otherwise. You are advised, however, to consult any
    further disclosure we make in our reports filed with the SEC.
  RISKS
    RELATED TO OUR BUSINESS AND INDUSTRY
  If we
    are unable to attract new customers and retain existing
    customers on a cost-effective basis, our business and results of
    operations will be affected adversely.
    Our
    business is substantially dependent on the market for email
    marketing services for small organizations.
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In the
    event we are unable to retain existing customers or to grow our
    customer base by adding new customers, our operating results
    will be adversely affected.
    Current
    economic conditions may further negatively affect the small
    business sector, which may cause our customers to terminate
    existing accounts with us or cause potential customers to fail
    to purchase our products, resulting in a decrease in our revenue
    and impairing our ability to operate profitably.
    U.S.
    federal legislation imposes certain obligations on the senders
    of commercial emails, which could minimize the effectiveness of
    our products, particularly our email marketing product, and
    establishes financial penalties for non-compliance, which could
    increase the costs of our business.
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If the
    security of our customers confidential information stored
    in our systems is breached or otherwise subjected to
    unauthorized access, our reputation may be severely harmed, we
    may be exposed to liability and we may lose the ability to offer
    our customers a credit card payment option.
      As
    Internet commerce develops, federal, state and foreign
    governments may adopt new laws to regulate Internet commerce,
    which may negatively affect our business.
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The
    market in which we participate is highly competitive and, if we
    do not compete effectively, our operating results could be
    harmed.
    ® tm
  ® tm
   19




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Any
    significant disruption in service on our website or in our
    computer systems, or in our customer support services, could
    reduce the attractiveness of our products and result in a loss
    of customers.
  denial-of-service
    Our
    growth strategy requires us to expand our product offerings
    beyond email marketing and this expansion may not be
    successful.
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If the
    delivery of our customers emails is limited or blocked,
    the fees we may be able to charge for our email marketing
    product may not be accepted by the market and customers may
    cancel their accounts.
    If we
    fail to promote and maintain our brand in a cost-effective
    manner, we may lose market share and our revenue may
    decrease.
    We
    depend on search engines to attract a significant percentage of
    our customers, and if those search engines change their listings
    or our relationship with them deteriorates or terminates, we may
    be unable to attract new customers, which would adversely affect
    our business and results of operations.
  tm
  The
    success of our business depends on the continued growth and
    acceptance of email as a communications tool and the related
    expansion and reliability of the Internet infrastructure. If
    consumers do not continue to use email or alternative
    communications tools gain popularity, demand for our email
    marketing products may decline.
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Various
    private spam blacklists have in the past interfered with, and
    may in the future interfere with, the effectiveness of our
    products and our ability to conduct business.
      Our
    customers use of our products and website to transmit
    negative messages or website links to harmful applications could
    damage our reputation, and we may face liability for
    unauthorized, inaccurate or fraudulent information distributed
    via our products.
    Our
    business may be negatively impacted by seasonal
    trends.
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If we
    fail to enhance our existing products or develop new products,
    our products may become obsolete or less competitive and we
    could lose customers.
    Our
    relationships with our partners may be terminated or may not
    continue to be beneficial in generating new customers, which
    could adversely affect our ability to increase our customer
    base.
    Competition
    for employees in our industry is intense, and we may not be able
    to attract and retain the highly skilled employees whom we need
    to support our business.
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Our
    anticipated growth could strain our personnel resources and
    infrastructure, and if we are unable to implement appropriate
    controls and procedures to manage our anticipated growth, we may
    not be able to implement our business plan
    successfully.
    If we
    fail to retain our key personnel, we may not be able to achieve
    our anticipated level of growth and our business could
    suffer.
    We
    rely on third-party computer hardware and software that may be
    difficult to replace or that could cause errors or failures of
    our service and that requires us to closely monitor our usage to
    ensure that we remain in compliance with any applicable
    licensing requirements.
    If we
    are unable to protect the confidentiality of our unpatented
    proprietary information, processes and know-how and trade
    secrets, the value of our technology and products could be
    adversely affected.
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Our
    use of open source software could impose limitations on our
    ability to commercialize our products.
    If a
    third party asserts that we are infringing its intellectual
    property, whether successful or not, it could subject us to
    costly and time-consuming litigation or require us to obtain
    expensive licenses, and our business may be adversely
    affected.
    
    divert managements attention;
    result in costly and time-consuming litigation;
    require us to enter into royalty or licensing agreements, which
    may not be available on acceptable terms, or at all;
    in the case of open source software-related claims, require us
    to release our software code under the terms of an open source
    license; or
    require us to redesign our software and services to avoid
    infringement.    Providing
    our products to customers outside the United States exposes us
    to risks inherent in international business.
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
    localization of our products, including translation into foreign
    languages and associated expenses;
    laws and business practices favoring local competitors;
    compliance with multiple, conflicting and changing governmental
    laws and regulations, including tax, email marketing, privacy
    and data protection laws and regulations;
    foreign currency fluctuations;
    different pricing environments;
    difficulties in staffing and maintaining foreign
    operations; and
    regional economic and political conditions.  We
    have incurred net losses in the past and may incur net losses in
    the future.
    We are
    incurring significant costs as a result of operating as a public
    company, and our management has been, and will continue to be,
    required to devote substantial time to compliance
    initiatives.
      Our
    ability to use net operating loss carry-forwards in the United
    States may be limited.
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Our
    quarterly results may fluctuate and if we fail to meet the
    expectations of analysts or investors, our stock price could
    decline substantially.
    
    our ability to retain existing customers, attract new customers
    and satisfy our customers requirements;
    general economic conditions;
    changes in our pricing policies;
    our ability to expand our business;
    the effectiveness of our personnel;
    new product and service introductions;
    technical difficulties or interruptions in our services as a
    result of our actions or those of third parties;
    the timing of additional investments in our hardware and
    software systems;
    the seasonal trends in our business;
    regulatory compliance costs;
    costs associated with future acquisitions of technologies and
    businesses; and
    extraordinary expenses such as litigation or other
    dispute-related settlement payments.  quarter-to-quarter
  We may
    need additional capital in the future, which may not be
    available to us on favorable terms, or at all, and may dilute
    the ownership of our existing stockholders.
    
    fund our operations;
    respond to competitive pressures;
    take advantage of strategic opportunities, including more rapid
    expansion of our business or the acquisition of complementary
    products, technologies or businesses; and
    develop new products or enhancements to existing products.   27




---



##### Table of Contents



We may
    engage in future acquisitions that could disrupt our business,
    dilute stockholder value and harm our business, operating
    results or financial condition.
    
    an inability to locate a suitable acquisition candidate or
    technology or acquire a desirable candidate or technology on
    favorable terms;
    difficulties in integrating personnel and operations from the
    acquired business or acquired technology with our existing
    technology and products and in retaining and motivating key
    personnel from the business;
    disruptions in our ongoing operations and the diversion of our
    managements attention from their
    day-to-day
    responsibilities associated with operating our business;
    increases in our expenses that adversely impact our business,
    operating results and financial condition;
    potential write-offs of acquired assets and increased
    amortization expense related to identifiable assets
    acquired; and
    potentially dilutive issuances of equity securities or the
    incurrence of debt.    RISKS
    RELATED TO THE OWNERSHIP OF OUR COMMON STOCK
  The
    market price of our common stock has been and may continue to be
    volatile.
    
    fluctuations in our quarterly financial results or the quarterly
    financial results of companies perceived to be similar to us;
    quarterly unique customer additions;
    changes in estimates of our financial results or recommendations
    by securities analysts;
    changes in general economic, industry and market conditions;
    failure of any of our products to achieve or maintain market
    acceptance;
    changes in market valuations of similar companies;
    success of competitive products;
    changes in our capital structure, such as future issuances of
    securities or the incurrence of debt;
    announcements by us or our competitors of significant products,
    contracts, acquisitions or strategic alliances;
    regulatory developments in the United States, foreign countries
    or both;
    litigation involving our company, our general industry or both;
    additions or departures of key personnel; 28




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##### Table of Contents




    investors general perception of us; and
    the total number of shares of our common stock that have been
    sold short    If
    securities or industry analysts do not continue to publish
    research or publish inaccurate or unfavorable research about our
    business, our stock price and trading volume could
    decline.
    Anti-takeover
    provisions in our charter documents and Delaware law could
    discourage, delay or prevent a change of control of our company
    and may affect the trading price of our common
    stock.
    
    authorize the issuance of blank check preferred
    stock that could be issued by our board of directors to impede
    or delay a takeover attempt;
    establish a classified board of directors, as a result of which
    the successors to the directors whose terms have expired will be
    elected to serve from the time of election and qualification
    until the third annual meeting following their election;
    require that directors only be removed from office for cause and
    only upon a supermajority stockholder vote;
    provide that vacancies on our board of directors, including
    newly created directorships, may be filled only by a majority
    vote of directors then in office;
    limit who may call special meetings of stockholders;
    prohibit stockholder action by written consent, requiring all
    actions to be taken at a meeting of the stockholders; and
    require supermajority stockholder voting to effect certain
    amendments to our restated certificate of incorporation and
    second amended and restated bylaws.  We do
    not currently intend to pay dividends on our common stock and,
    consequently, the ability to achieve a return on an investment
    in our common stock will depend on appreciation in the price of
    our common stock.
   29




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES          Commitments and Contingencies Form 10-K.
  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED
    AND RESERVED) 30




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Certain
    Information Regarding the Trading of Our Common Stock
    High


Low2009:First Quarter

$
17.25


$
12.37Second Quarter

$
20.95


$
13.67Third Quarter

$
23.09


$
18.03Fourth Quarter

$
20.54


$
14.702010:First Quarter

$
23.76


$
16.36Second Quarter

$
26.50


$
20.10Third Quarter

$
22.70


$
16.75Fourth Quarter

$
32.09


$
19.992011:First Quarter (through March 7, 2011)

$
31.27


$
27.35   Holders
    of Our Common Stock
    Dividends;
    Equity Repurchases
    Recent
    Sales of Unregistered Securities; Use of Proceeds from
    Registered Securities
  Form S-3 No. 333-167798) Acquisition of NutshellMail Form 10-K.
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   31




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K. Form 10-K.
   Years Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share and customer data)Statements of Operations Data:Revenue

$
174,231


$
129,061


$
87,268


$
50,495


$
27,552Cost of revenue(1)


50,825



37,692



24,251



13,031



7,801Gross profit


123,406



91,369



63,017



37,464



19,751Operating expenses:(1)Research and development


23,985



18,367



15,123



10,341



6,172Sales and marketing


78,881



61,023



42,851



27,376



18,592General and administrative


18,028



13,749



9,508



5,445



2,623Total operating expenses


120,894



93,139



67,482



43,162



27,387Income (loss) from operations


2,512



(1,770
)


(4,465
)


(5,698
)


(7,636
)Interest and other income (expense), net


341



510



2,409



(2,556
)


(203
)Income (loss) before income taxes


2,853



(1,260
)


(2,056
)


(8,254
)


(7,839
)Benefit for income taxes


61















Net income (loss)


2,914



(1,260
)


(2,056
)


(8,254
)


(7,839
)Accretion of redeemable convertible preferred stock














(816
)


(3,788
)Net income (loss) attributable to common stockholders

$
2,914


$
(1,260
)

$
(2,056
)

$
(9,070
)

$
(11,627
)Net income (loss) attributable to common stockholders per share:Basic

$
0.10


$
(0.04
)

$
(0.07
)

$
(0.97
)

$
(3.38
)Diluted

$
0.10


$
(0.04
)

$
(0.07
)

$
(0.97
)

$
(3.38
)Weighted average shares outstanding used in computing per share
    amounts:Basic


28,765



28,253



27,879



9,366



3,438Diluted


29,945



28,253



27,879



9,366



3,438Other Operating Data:End of period number of unique customers(2)


435,000



350,000



255,000



165,000



90,000     (1)
    
    Amounts include stock-based compensation expense, as follows:  32




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##### Table of Contents



Years Ended December 31,2010


2009


2008


2007


2006(In thousands)Cost of revenue

$
1,124


$
706


$
354


$
81


$
25Research and development


2,491



1,150



737



170



27Sales and marketing


1,911



1,134



648



133



19General and administrative


3,026



2,094



1,117



261



12$
8,552


$
5,084


$
2,856


$
645


$
83   (2)
    
    We define our end of period number of unique customers as the
    number of customers that we invoiced for one or more of our
    products during the last month of the period rounded to the
    nearest 5,000.  As of December 31,2010

2009

2008

2007

2006(In thousands)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
124,353


$
113,102


$
107,175


$
101,535


$
12,790Total assets


167,675



141,488



127,142



111,845



18,481Deferred revenue


25,103



20,341



15,052



10,354



5,476Redeemable convertible preferred stock warrant


















628Notes payable and capital lease obligation


















702Redeemable convertible preferred stock


















35,322Total stockholders equity (deficit)


126,122



104,968



99,990



94,354



(28,629
)   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion and analysis of our
    financial condition and results of operations together with our
    consolidated financial statements and the related notes and
    other financial information included elsewhere in this Annual
    Report on
    Form 10-K.
    Some of the information contained in this discussion and
    analysis or set forth elsewhere in this Annual Report on
    Form 10-K
    including information with respect to our plans and strategy for
    our business, includes forward-looking statements that involve
    risks and uncertainties. You should review the Risk
    Factors section of this Annual Report on
    Form 10-K
    for a discussion of important factors that could cause actual
    results to differ materially from the results described in or
    implied by the forward-looking statements contained in the
    following discussion and analysis.
  Executive
    Overview
     33




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##### Table of Contents




    In May 2010, we acquired Nutshell Mail, Inc., a Delaware
    corporation, to extend our social media marketing capabilities.
    We offer NutshellMail, a free social media monitoring tool
    designed for small businesses. We opened a San Francisco
    office to focus on social media marketing research and
    development and we are offering specific educational programs
    for small businesses to help them better understand how to use
    social media. Social media features are now integrated into all
    of our product offerings.
    We created a dedicated event marketing business unit and began
    scaling our sales and marketing investments to drive future
    growth of this product. In addition to providing an expanded
    value proposition to our existing customer base, we believe
    event marketing represents a great opportunity to attract new
    customers. We finished 2010 with over 20,000 event marketing
    customers.
    In September 2010, we launched our first national television
    advertising campaign, a new mass reach medium that allows us to
    raise awareness with a new audience. We believe television
    advertising strengthens awareness in the marketplace and can
    feed future growth.
    We continued to invest in our partner channels through our
    AppConnect program and by partnering with new solutions
    providers and co-marketing partners. Our partner channel allows
    us to expand our reach to customers who might not otherwise use
    our products. Additionally, partner-sourced customers tend to
    have higher average monthly revenue, higher retention rates and
    lower support costs  Subsequent Events
  Key
    Financial and Operating Metrics
   34




---



##### Table of Contents




    adjusted EBITDA, which we define as GAAP net income
    (loss) plus depreciation and amortization and stock-based
    compensation, minus interest and other income and adjusted for
    income taxes;
    adjusted EBITDA margin, which we define as adjusted
    EBITDA divided by revenue; and
    free cash flow, which we define as net cash flow
    from operating activities less acquisition of property and
    equipment.    Certain
    Trends and Uncertainties
  Form 10-K.
  
    We continue to closely monitor current economic conditions,
    particularly as they impact small businesses, associations and
    non-profits. While the overall economy appears to be improving,
    we believe that small organizations continue to experience some
    amount of economic hardship. If this economic hardship continues
    or worsens, our financial results could be adversely impacted.
    We believe that given the size of our potential market and the
    relatively low barriers to entry, competition will continue to
    increase. Increased competition could result from existing
    competitors or new competitors that enter the market because of
    the potential opportunity. We will continue to closely monitor
    competitive activity and respond accordingly. Increased
    competition could have an adverse effect on our financial
    condition and results of operations.
    We believe that as we continue to grow revenue at expected
    rates, our cost of revenue and operating expenses, including
    sales and marketing, research and development and general and
    administrative expenses, will increase in absolute dollar
    amounts. For a description of the general trends we anticipate
    in various expense categories, see Cost of Revenue and
    Operating Expenses below.
    As of December 31, 2010, we had cash and cash equivalents
    and marketable securities of $124 million. Year over year
    we experienced a decline in our investment income as a result of
    the reduction in interest rates generally.  Sources
    of Revenue
   35




---



##### Table of Contents



Cost of
    Revenue and Operating Expenses
    Cost of Revenue.
    Research and Development.
  Sales and Marketing. pay-per-click
  General and Administrative.
 36




---



##### Table of Contents



Critical
    Accounting Policies
  Summary of Significant Accounting
    Policies Form 10-K
  Revenue Recognition.
    Income Taxes.
    Goodwill and Acquired Intangible Assets.
   37




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##### Table of Contents



Software and Website Development
    Costs.
  Stock-Based Compensation.
    Year Ended December 31,2010

2009

2008Weighted average risk-free interest rate


2.41
%


2.64
%


2.24
%Expected term (in years)


6.1



6.1



6.1Weighted average expected volatility


52.17
%


53.80
%


54.37
%Expected dividends


0
%


0
%


0
%    38




---



##### Table of Contents



Results
    of Operations
    Years EndedDecember 31,2010


2009


2008Revenue


100
%


100
%


100
%Cost of revenue


29



29



28Gross profit


71



71



72Operating expenses:Research and development


14



14



17Sales and marketing


45



47



49General and administrative


10



11



11Total operating expenses


69



72



77Income (loss) from operations


2



(1
)


(5
)Interest and other income










3Income (loss) before income taxes


2



(1
)


(2
)Benefit from income taxes










Net income (loss)


2
%


(1
)%


(2
)%   Years
    Ended December 31, 2010, 2009 and 2008
  Revenue
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)Revenue

$
174,231


$
129,061


$
87,268



35
%


48
%       Cost
    of Revenue
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)Cost of revenue

$
50,825


$
37,692


$
24,251



35
%


55
%Percent of revenue


29
%


29
%


28
%    39




---



##### Table of Contents



Research
    and Development Expenses
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)Research and development expenses

$
23,985


$
18,367


$
15,123



31
%


21
%Percent of revenue


14
%


14
%


17
%       Sales
    and Marketing Expenses
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)Sales and marketing expenses

$
78,881


$
61,023


$
42,851



29
%


42
%Percent of revenue


45
%


47
%


49
%      40




---



##### Table of Contents



General
    and Administrative Expenses
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)General and administrative expenses

$
18,028


$
13,749


$
9,508



31
%


45
%Percent of revenue


10
%


11
%


11
%       Interest
    and Other Income
  Years Ended December 31,

2010-2009

2009-20082010

2009

2008

% Change

% Change(Dollars in thousands)Interest and other income

$
341


$
510


$
2,409



(33
)%


(79
)%       Benefit from Income Taxes.
  Liquidity
    and Capital Resources
       41




---



##### Table of Contents



Subsequent Events
   42




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    New
    Accounting Guidance
      Contractual
    Obligations
   43




---



##### Table of Contents



MoreLess than








thanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Office lease obligations

$
29,218


$
5,075


$
10,920


$
10,061


$
3,162Hosting facility agreements


12,022



2,581



5,164



2,518



1,759Vendor commitments


24,026



24,026











Total

$
65,266


$
31,682


$
16,084


$
12,579


$
4,921     ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign Currency Exchange Risk.
  Interest Rate Sensitivity.
 44




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Constant
    Contact, Inc.
  Index to
    Consolidated Financial Statements
  Page(s)Report of Independent Registered Public
    Accounting Firm


46Consolidated Balance Sheets


47Consolidated Statements of Operations


48Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income (Loss)


49Consolidated Statements of Cash Flows


50Notes to Consolidated Financial Statements


51  45




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control - Integrated Framework
      
    46




---



##### Table of Contents



Constant
    Contact, Inc.
  Consolidated
    Balance Sheets
  December 31,2010


2009(In thousands, except share and per share data)ASSETSCurrent assetsCash and cash equivalents

$
32,892


$
59,822Marketable securities


91,461



53,280Accounts receivable, net of allowance for doubtful accounts


44



53Prepaid expenses and other current assets


5,562



3,420Total current assets


129,959



116,575Property and equipment, net


29,723



23,891Restricted cash


750



750Goodwill


5,248



Acquired intangible assets, net


781



Other assets


1,214



272Total assets

$
167,675


$
141,488LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
7,444


$
5,806Accrued expenses


6,724



7,211Deferred revenue


25,103



20,341Total current liabilities


39,271



33,358Long-term accrued rent


2,282



3,162Total liabilities


41,553



36,520Commitments and contingencies (Note 10)Stockholders equityPreferred stock; $0.01 par value; 5,000,000 shares
    authorized; no shares issued or outstanding at December 31,
    2010 and 2009






Common stock; $0.01 par value; 100,000,000 shares
    authorized at December 31, 2010 and 2009; 29,337,333 and
    28,403,673 shares issued and outstanding at
    December 31, 2010 and 2009, respectively


293



284Additional paid-in capital


168,974



150,716Accumulated other comprehensive income


13



40Accumulated deficit


(43,158
)


(46,072
)Total stockholders equity


126,122



104,968Total liabilities and stockholders equity

$
167,675


$
141,488    47




---



##### Table of Contents



Constant
    Contact, Inc.
  Consolidated
    Statements of Operations
  Years Ended December 31,2010


2009


2008(In thousands, except per share data)Revenue

$
174,231


$
129,061


$
87,268Cost of revenue


50,825



37,692



24,251Gross profit


123,406



91,369



63,017Operating expensesResearch and development


23,985



18,367



15,123Sales and marketing


78,881



61,023



42,851General and administrative


18,028



13,749



9,508Total operating expenses


120,894



93,139



67,482Income (loss) from operations


2,512



(1,770
)


(4,465
)Interest and other income


341



510



2,409Income (loss) before income taxes


2,853



(1,260
)


(2,056
)Benefit for income taxes


61







Net income (loss)

$
2,914


$
(1,260
)

$
(2,056
)Net income (loss) per share:Basic

$
0.10


$
(0.04
)

$
(0.07
)Diluted

$
0.10


$
(0.04
)

$
(0.07
)Weighted average shares outstanding used in computing per share
    amounts:Basic


28,765



28,253



27,879Diluted


29,945



28,253



27,879    48




---



##### Table of Contents



Constant
    Contact, Inc.
  Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss)
  AccumulatedAdditional


Other





TotalCommon Stock


Paid-in


Comprehensive


Accumulated


Stockholders


ComprehensiveShares


Amount


Capital


Income


Deficit


Equity


Income (Loss)Balance at December 31, 2007


27,617,014


$
276


$
136,832


$
2


$
(42,756
)

$
94,354Issuance of common stock in connection with stock option
    exercises


201,300



2



234











236Issuance of common stock in connection with employee stock
    purchase plan


38,033



1



496











497Issuance of common stock in connection with secondary public
    offering, net of issuance costs of $756


314,465



3



3,996











3,999Stock-based compensation expense










2,856











2,856Unrealized gain on
    available-for-sale
    securities














104







104


$
104Net loss


















(2,056
)


(2,056
)


(2,056
)Total comprehensive loss

























$
(1,952
)Balance at December 31, 2008


28,170,812



282



144,414



106



(44,812
)


99,990Issuance of common stock in connection with stock option
    exercises


187,283



2



466











468Issuance of common stock in connection with employee stock
    purchase plan


45,578







674











674Stock-based compensation expense










5,162











5,162Unrealized loss on
    available-for-sale
    securities














(60
)






(60
)

$
(60
)Reclassification adjustment for realized gains on
    available-for-sale
    securities included in net loss














(6
)






(6
)


(6
)Net loss


















(1,260
)


(1,260
)


(1,260
)Total comprehensive loss

























$
(1,326
)Balance at December 31, 2009


28,403,673


$
284


$
150,716


$
40


$
(46,072
)

$
104,968Issuance of common stock in connection with stock option
    exercises


619,210



6



4,952











4,958Issuance of common stock in connection with acquisition of
    Nutshell Mail, Inc.


165,523



2



3,601











3,603Issuance of restricted stock


112,887



1



(1
)










Issuance of common stock in connection with employee stock
    purchase plan


36,040







772











772Stock-based compensation expense










8,934











8,934Unrealized loss on
    available-for-sale
    securities














(16
)






(16
)

$
(16
)Reclassification adjustment for realized gains on
    available-for-sale
    securities included in net income














(11
)






(11
)


(11
)Net income


















2,914



2,914



2,914Total comprehensive income

























$
2,887Balance at December 31, 2010


29,337,333


$
293


$
168,974


$
13


$
(43,158
)

$
126,122    49




---



##### Table of Contents



Constant
    Contact, Inc.
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2010


2009


2008(In thousands)Cash flows from operating activitiesNet income (loss)

$
2,914


$
(1,260
)

$
(2,056
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activitiesDepreciation and amortization


11,897



8,572



5,558Amortization (accretion) of premium (discount) on investments


128



72



(46
)Stock-based compensation expense


8,552



5,084



2,856(Recovery of) provision for bad debts


(2
)


(8
)


6Gain on sales of marketable securities


(11
)


(6
)


Deferred income taxes


(180
)






Changes in operating assets and liabilities, net of effects from
    acquisition:Accounts receivable


11



(5
)


16Prepaid expenses and other current assets


(2,130
)


250



(1,969
)Other assets


(942
)


(122
)


103Accounts payable


1,638



1,020



928Accrued expenses


(709
)


1,750



2,283Deferred revenue


4,762



5,289



4,698Long-term accrued rent


(880
)


1,309



1,502Net cash provided by operating activities


25,048



21,945



13,879Cash flows from investing activitiesPurchases of marketable securities


(147,525
)


(65,739
)


(33,798
)Proceeds from maturities of marketable securities


87,195



33,750



4,500Proceeds from sales of marketable securities


22,005



12,509



Net increase in restricted cash






(442
)


Payment for acquisition, net of cash acquired


(2,225
)






Acquisition of property and equipment, including costs
    capitalized for development of internal use software


(17,158
)


(16,586
)


(13,121
)Net cash used in investing activities


(57,708
)


(36,508
)


(42,419
)Cash flows from financing activitiesProceeds from issuance of common stock pursuant to exercise of
    stock options


4,958



468



236Proceeds from issuance of common stock pursuant to employee
    stock purchase plan


772



674



497Proceeds from issuance of common stock in connection with
    secondary public offering, net of issuance costs of $756










3,999Net cash provided by financing activities


5,730



1,142



4,732Net decrease in cash and cash equivalents


(26,930
)


(13,421
)


(23,808
)Cash and cash equivalents, beginning of year


59,822



73,243



97,051Cash and cash equivalents, end of year

$
32,892


$
59,822


$
73,243Supplemental disclosure of cash flow informationCash paid for income taxes

$
36


$



$
Supplemental disclosure of noncash investing and financing
    activities:Issuance of common stock in connection with the acquisition of
    NutshellMail, Inc.

$
3,603


$



$
Acquisition of property and equipment included in accrued
    expenses










250Capitalization of stock-based compensation


382



78



    50




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes
    to Consolidated Financial Statements
 (amounts
    in thousands, except share and per share amounts)
  1.
    Nature of
    the Business    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Use of
    Estimates
    Fair
    Value of Financial Instruments
    
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Inputs other than Level 1 that are
    observable, either directly or indirectly, such as quoted prices
    for similar assets or liabilities; quoted prices in markets that
    are not active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities. 51




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##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
   
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities    Fair
    Value Option for Financial Assets and Financial
    Liabilities
    Cash
    and Cash Equivalents
    Marketable
    Securities
  available-for-sale
    Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueU.S. Treasury Notes


40,191



21



(2
)


40,210International Government Bond


510







(1
)


509Corporate and Agency Bonds


47,304



6



(11
)


47,299Commercial Paper


3,443











3,443Total

$
91,448


$
27


$
(14
)

$
91,461    52




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##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueU.S. Treasury Bills

$
31,928



22


$
(3
)

$
31, 947Corporate and Agency Bonds


17,712



21







17,733Certificates of Deposit


3,600











3,600Total

$
53,240


$
43


$
(3
)

$
53,280     Accounts
    Receivable
    Concentration
    of Credit Risk and Significant Customers
      Goodwill
    and Acquired Intangible Assets
      Property
    and Equipment
   53




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##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
      Computer equipment

3 yearsSoftware

3 yearsFurniture and fixtures

5 yearsLeasehold improvements

Shorter of life of lease or
    estimated useful life   Long-Lived
    Assets
    Revenue
    Recognition
    Deferred
    Revenue
    Software
    and Website Development Costs
   54




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##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
  Comprehensive
    Income (Loss)
  available-for-sale
  Segment
    Data
    Net
    Income (Loss) Per Share
        (In thousands)Weighted average shares used in calculating basic net income per
    share


28,765Stock options


1,167Warrants


1Unvested restricted shares and restricted share units


12Shares used in computing diluted net income per share


29,945     Year Ended December 31,2010


2009


2008(In thousands)Options to purchase common stock


1,833



3,394



2,366Warrants to purchase common stock






1



1Unvested restricted stock and restricted stock units


6



27



75Total options, warrants, restricted stock and restricted stock
    units exercisable into common stock


1,839



3,422



2,442  55




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
  Advertising
    Expense
    Accounting
    for Stock-Based Compensation
    Income
    Taxes
      New
    Accounting Guidance
     56




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
  3.
    Property
    and Equipment    December 31,2010


2009Computer equipment

$
29,461


$
21,129Software


18,338



13,266Furniture and fixtures


5,287



3,751Leasehold improvements


6,755



5,982Total property and equipment


59,841



44,128Less: Accumulated depreciation and amortization


30,118



20,237Property and equipment, net

$
29,723


$
23,891       4.
    Acquisition
    of NutshellMail      Current assets, including cash of $144

$
156Purchased technology


970Goodwill


5,248Total assets acquired


6,374Fair value of liabilities assumed


402Net assets acquired

$
5,972   cost-to-replace
 57




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    5.
    Goodwill
    and Acquired Intangible Assets      6.
    Stockholders
    Equity and Stock-Based Awards  Secondary
    Public Offering
    Preferred
    Stock
    Common
    Stock
    Stock-Based
    Awards
   58




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
      Stock
    Options
        Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2010

2009

2008Weighted average risk-free interest rate


2.41
%


2.64
%


2.24
%Expected term (in years)


6.1



6.1



6.1Weighted average expected volatility


52.17
%


53.80
%


54.37
%Expected dividends


0
%


0
%


0
%  59




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    WeightedAverageWeighted


RemainingAverage


Contractual


AggregateNumber of


Exercise


Term


IntrinsicOptions


Price


(In Years)


ValueBalance at December 31, 2009


4,147,312


$
12.49



8.14


$
20,420Granted


1,313,350



22.88Exercised


(619,210
)


8.00Forfeited


(438,043
)


17.55Balance at December 31, 2010


4,403,409


$
15.72



7.92


$
67,308Vested and expected to vest at December 31, 2010


4,288,972


$
15.58



7.86


$
66,140Exercisable at December 31, 2010


1,878,280


$
10.35



6.59


$
38,808         Stock
    Purchase Plan
    Restricted
    Stock and Restricted Stock Units
     60




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    Stock-Based
    Compensation
      Years EndedDecember 31,2010


2009


2008Cost of revenue

$
1,124


$
706


$
354Research and development


2,491



1,150



737Sales and marketing


1,911



1,134



648General and administrative


3,026



2,094



1,117$
8,552


$
5,084


$
2,856     7.
    Income
    Taxes   61




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    Years EndedDecember 31,2010


2009


2008Statutory rate


34
%


34
%


34
%Increase in deferred tax asset valuation allowance


(36
)


(41
)


(27
)State taxes, net of federal benefit


3



(11
)


19Impact of permanent differences


3



(6
)


(2
)Stock options


33



(64
)


(20
)Expiration of state net operating loss carryforwards










(3
)Tax credits


(39
)


94



17Impact of change in effective state tax rates










(18
)Other






(6
)


(2
)%


0
%


0
%     December 31,2010


2009Deferred tax assetsCurrent:Accrued expenses

$
822


$
640Total current


822



640Noncurrent:Net operating loss carry-forwards


10,462



11,146Fixed assets






776Research and development credit carry-forwards


5,300



4,143Stock options


3,138



1,827Other


44



26Total noncurrent


18,944



17,918Total gross deferred tax assets


19,766



18,558Deferred tax asset valuation allowance


(15,828
)


(17,062
)Deferred tax assets


3,938



1,496Deferred tax liabilities-non-currentCapitalized research and development


(2,420
)


(1,496
)Fixed assets


(1,224
)


Intangible assets


(294
)


Total deferred tax liabilities  non-current


(3,938
)


(1,496
)Net deferred tax assets

$



$
  62




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
              8.
    Accrued
    Expenses  December 31,2010


2009Payroll and payroll related

$
2,638


$
1,984Licensed software and maintenance


1,216



1,106Marketing programs


426



2,014Other accrued expenses


2,444



2,107$
6,724


$
7,211  63




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
  9.
    401(k)
    Savings Plan      10.
    Commitments
    and Contingencies  Office
    Leases
             64




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
    2011

$
5,0752012


5,4402013


5,4802014


5,5882015


4,473Thereafter


3,162Total

$
29,218   Datacenter
    Agreements
      2011


2,5812012


3,0332013


2,1302014


1,2412015


1,278Thereafter


1,759Total

$
12,022     Vendor
    Commitments
    Letters
    of Credit and Restricted Cash
   65




---



##### Table of Contents



Constant
    Contact, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (amounts
    in thousands, except share and per share amounts)
  Indemnification
    Obligations
    Legal
    Matters
    11.
    Subsequent
    Events    12.
    Quarterly
    Information  (Unaudited)  Three Months EndedDec. 31,

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,2010

2010

2010

2010

2009

2009

2009

2009Statements of Operations Data:Revenue

$
47,467


$
44,828


$
42,455


$
39,481


$
36,455


$
33,533


$
30,955


$
28,118Gross profit


33,738



32,134



29,769



27,765



25,716



23,606



22,058



19,989Income (loss) from operations


1,446



2,920



(995
)


(859
)


(1,858
)


1,342



(121
)


(1,133
)Net income (loss)


1,658



2,942



(910
)


(776
)


(1,762
)


1,470



39



(1,007
)Basic net income (loss) per share

$
0.06


$
0.10


$
(0.03
)

$
(0.03
)

$
(0.06
)

$
0.05


$
0.00


$
(0.04
)Diluted net income (loss) per share

$
0.05


$
0.10


$
(0.03
)

$
(0.03
)

$
(0.06
)

$
0.05


$
0.00


$
(0.04
)    66




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on our financial
    statements.    Internal
    Control  Integrated Framework
 67




---



##### Table of Contents



Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    www.constantcontact.com
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   68




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
  Form 10-K,
  Exhibits
  Form 10-K
  Financial Statement Schedules
   69




---



##### Table of Contents



SIGNATURES      By:
    /s/  Gail
    F. Goodman   President and Chief Executive Officer
      Signature

Title

Date/s/  Gail
    F. GoodmanGail
    F. Goodman

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

March 9, 2011/s/  Thomas
    AndersonThomas
    Anderson

Director

March 9, 2011/s/  Robert
    P. BadavasRobert
    P. Badavas

Director

March 9, 2011/s/  John
    CampbellJohn
    Campbell

Director

March 9, 2011/s/  Michael
    T. FitzgeraldMichael
    T. Fitzgerald

Director

March 9, 2011/s/  William
    S. KaiserWilliam
    S. Kaiser

Director

March 7, 2011/s/  Daniel
    T. H. NyeDaniel
    T. H. Nye

Director

March 9, 2011/s/  Sharon
    T. RowlandsSharon
    T. Rowlands

Director

March 9, 2011/s/  Harpreet
    S. GrewalHarpreet
    S. Grewal

Executive Vice President, Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

March 9, 2011  70




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1(1)

Restated Certificate of Incorporation of the Company.3
.2(1)

Second Amended and Restated Bylaws of the Company.4
.1(1)

Specimen Certificate evidencing shares of common stock.10
.1(1)#

1999 Stock Option/Stock Issuance Plan, as amended.10
.2(1)#

Form of Non-Qualified Stock Option Agreement with Executive
    Officers under the 1999 Stock Option/Stock Issuance Plan.10
.3(1)#

Form of Non-Qualified Stock Option Agreement under the 1999
    Stock Option/Stock Issuance Plan.10
.4(1)#

2007 Stock Incentive Plan.10
.5(1)#

Forms of Incentive Stock Option Agreements, under the 2007 Stock
    Incentive Plan.10
.6(1)#

Forms of Non-Qualified Stock Option Agreements, under the 2007
    Stock Incentive Plan.10
.7(1)#

2007 Employee Stock Purchase Plan.10
.8(1)#

Form of Director and Officer Indemnification Agreement.10
.9(1)

Amended and Restated Investors Rights Agreement, dated as
    of August 9, 2001, among the Company and the investors
    listed therein.10
.10(1)

Amended and Restated Preferred Investors Rights Agreement,
    dated as of May 12, 2006, among the Company and the parties
    listed therein.10
.11(1)

Form of Indemnification Agreement between the Company and
    certain entities that sold stock in the Companys initial
    public offering.10
.12(2)

Master Services Agreement dated July 19, 2007 by and
    between the Company and Sentinel Properties-Bedford, LLC, as
    amended.10
.13(3)

Lease, dated as of May 30, 2008, between the Company and
    Centerra Office Tech I, LLC.10
.14(3)

Lease, dated as of May 30, 2008, between the Company and
    McWhinney 409CC, LLC.10
.15(4)#

Amendment No. 1 to 2007 Employee Stock Purchase Plan.10
.16(5)

First Amendment to Lease, dated as of October 8, 2008,
    between the Company and McWhinney 409CC, LLC.10
.17(1)

Loan and Security Agreement, dated February 27, 2003, as
    amended, between the Company and Silicon Valley Bank.10
.18(6)

Lease, dated May 29, 2009, between the Company and Boston
    Properties Limited Partnership.10
.19(7)#

Transition Agreement, dated December 1, 2009, between the
    Company and Steven R. Wasserman.10
.20(8)#

Amendment No. 2 to 2007 Employee Stock Purchase Plan.10
.21(9)#

2010 Executive Cash Incentive Bonus Plan.10
.22(9)#

Form of Performance Stock Option Agreement (Revenue-Based),
    under the 2007 Stock Incentive Plan.10
.23(10)

First Amendment to Lease dated as of May 3, 2010 by and
    between BP Reservoir Place LLC (as
    successor-in-interest
    to Boston Properties Limited Partnership) and the Company.10
.24(10)

Registration Rights Agreement dated as of May 21, 2010 by
    and among the Company and the stockholders of Nutshell Mail, Inc.10
.25(11)#

Letter Agreement, dated as of May 25, 2010, between the
    Company and Harpreet S. Grewal.10
.26(12)#

Form of Executive Restricted Stock Unit Agreement (Time-Based
    Vesting) under the 2007 Stock Incentive Plan.10
.27(12)#

Restricted Stock Unit Agreement (Performance-Based Vesting)
    dated September 1, 2010 between the Company and Harpreet S.
    Grewal.10
.28(12)

Second Amendment to Lease dated as of September 13, 2010 by
    and between BP Reservoir Place LLC (as
    successor-in-interest
    to Boston Properties Limited Partnership) and the Company.10
.29(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Gail F. Goodman.10
.30(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Ellen M. Brezniak. 71




---



##### Table of Contents



ExhibitNumber

Description10
.31(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Nancie G. Freitas.10
.32(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Harpreet S. Grewal.10
.33(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and John J. Walsh, Jr.10
.34(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Eric S. Groves.10
.35(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Thomas C. Howd.10
.36(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Christopher M. Litster.10
.37(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Robert P. Nault.10
.38(13)#

Executive Severance Agreement, dated as of December 3,
    2010, between the Company and Robert D. Nicoson.10
.39(13)#

Retention Agreement, dated as of December 3, 2010, between
    the Company and Nancie G. Freitas.10
.40*

Turn Key Datacenter Lease dated as of December 31, 2010
    between Digital Alfred, LLC and the Company.10
.41*

Datacenter Lease dated as of February 18, 2011 between
    Digital 55 Middlesex, LLC and the Company.10
.42*#

2011 Executive Cash Incentive Bonus Plan.10
.43*#

Form of Performance Stock Option Agreement (Customer-Based),
    under the 2007 Stock Incentive Plan.21
.1*

Subsidiaries of the Company.23
.1*

Consent of PricewaterhouseCoopers LLP.31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2*

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.#
    
    Management contract or compensatory plan required to be filed as
    an exhibit pursuant to Item 15(b) of this Annual Report on
    Form 10-K.(1)
    
    Incorporated by reference to the Companys Registration
    Statement on
    Form S-1,
    as amended (Registration Number
    333-144381),
    filed with the Securities and Exchange Commission.(2)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 filed with the
    Securities and Exchange Commission on March 14, 2008.(3)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 4, 2008.(4)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2008 filed with the
    Securities and Exchange Commission on August 13, 2008.(5)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2008 filed with the
    Securities and Exchange Commission on November 7, 2008. 72




---



##### Table of Contents



(6)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 4, 2009.(7)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 1, 2009.(8)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 2, 2009.(9)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2009 filed with the
    Securities and Exchange Commission on March 10, 2010.(10)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2010 filed with the
    Securities and Exchange Commission on August 4, 2010.(11)
    
    Incorporated by reference from the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 1, 2010.(12)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2010 filed with the
    Securities and Exchange Commission on November 3, 2010.(13)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 6, 2010. 73