##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    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: 001-33707
 
 CONSTANT CONTACT, INC.
  Delaware

    
    04-3285398(State or other jurisdiction of incorporation)
    
    (I.R.S. EmployerIdentification No.)1601 Trapelo Road, Suite 329Waltham, Massachusetts
    
    02451(Address of principal executive offices)
    
    (Zip Code)




þ o




Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)


o þ













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##### 



CONSTANT CONTACT, INC.
 INDEX
 PAGENUMBERPART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
    
    
    4ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    17ITEM 4T. CONTROLS AND PROCEDURES
    
    
    17PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    17ITEM 1A. RISK FACTORS
    
    
    17ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    31ITEM 6. EXHIBITS
    
    
    32SIGNATURES
    
    
    33EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEO & CFO




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Part I. Financial Information
 
 Item 1. Financial Statements
 Constant Contact, Inc.
 
 Condensed Consolidated Balance Sheets
 (Unaudited)
 March 31,
    
    
    December 31,(In thousands, except share and per share data)
    
    2008
    
    
    2007AssetsCurrent assetsCash and cash equivalents
    
    $
    100,477
    
    
    $
    97,051Short-term marketable securities
    
    
    1,445
    
    
    
    4,484Accounts receivable, net of allowance for
doubtful accounts of $14 and $11 as of
March 31, 2008 and December 31, 2007,
respectively
    
    
    22
    
    
    
    62Prepaid expenses and other current assets
    
    
    1,796
    
    
    
    1,701Total current assets
    
    
    103,740
    
    
    
    103,298Property and equipment, net
    
    
    10,301
    
    
    
    7,986Restricted cash
    
    
    308
    
    
    
    308Other assets
    
    
    201
    
    
    
    253Total assets
    
    $
    114,550
    
    
    $
    111,845Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    2,770
    
    
    $
    3,858Accrued expenses
    
    
    4,454
    
    
    
    3,279Deferred revenue
    
    
    12,035
    
    
    
    10,354Total current liabilities
    
    
    19,259
    
    
    
    17,491Total liabilities
    
    
    19,259
    
    
    
    17,491Commitments and contingencies (Note 7)Stockholders equityPreferred
stock, $0.01 par value; 5,000,000
shares authorized at March 31, 2008 and
December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value; 100,000,000
shares authorized at March 31, 2008 and
December 31, 2007; 27,672,749 and
27,617,014 shares issued and outstanding as
of March 31, 2008 and December 31, 2007,
respectively
    
    
    277
    
    
    
    276Additional paid-in capital
    
    
    137,432
    
    
    
    136,832Accumulated other comprehensive income
    
    
    
    
    
    
    2Accumulated deficit
    
    
    (42,418
    )
    
    
    (42,756
    )Total stockholders equity
    
    
    95,291
    
    
    
    94,354Total liabilities and stockholders equity
    
    $
    114,550
    
    
    $
    111,845
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Constant Contact, Inc.
 
 Condensed Consolidated Statements of Operations
(Unaudited)
 Three months endedMarch 31,(In thousands, except per share data)
    
    2008
    
    
    2007Revenue
    
    $
    18,167
    
    
    $
    9,713Cost of revenue
    
    
    4,783
    
    
    
    2,731Gross profit
    
    
    13,384
    
    
    
    6,982Operating expensesResearch and development
    
    
    3,329
    
    
    
    2,169Sales and marketing
    
    
    8,668
    
    
    
    6,121General and administrative
    
    
    2,025
    
    
    
    1,082Total operating expenses
    
    
    14,022
    
    
    
    9,372Loss from operations
    
    
    (638
    )
    
    
    (2,390
    )Interest income
    
    
    976
    
    
    
    144Interest expense
    
    
    
    
    
    
    (15
    )Other expense
    
    
    
    
    
    
    (420
    )Net income (loss)
    
    
    338
    
    
    
    (2,681
    )Accretion of redeemable convertible preferred
stock
    
    
    
    
    
    
    (253
    )Net income (loss) attributable to common
stockholders
    
    $
    338
    
    
    $
    (2,934
    )Net income (loss) attributable to common
stockholders per share: basic
    
    $
    0.01
    
    
    $
    (0.79
    )Net income (loss) attributable to common
stockholders per share: diluted
    
    $
    0.01
    
    
    $
    (0.79
    )Weighted average shares outstanding used in
computing per share amounts: basic
    
    
    27,546
    
    
    
    3,729Weighted average shares outstanding used in
computing per share amounts: diluted
    
    
    29,067
    
    
    
    3,729
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Constant Contact, Inc.
 
 Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Three Months EndedMarch 31,(In thousands)
    
    2008
    
    
    2007Cash flows from operating activitiesNet income (loss)
    
    $
    338
    
    
    $
    (2,681
    )Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activitiesDepreciation and amortization
    
    
    882
    
    
    
    532Accretion of discount on investments
    
    
    (13
    )
    
    
    (45
    )Stock-based compensation expense
    
    
    560
    
    
    
    83Changes in fair value of redeemable convertible preferred stock warrant
    
    
    
    
    
    
    420Provision for bad debts
    
    
    3
    
    
    
    1Changes in operating assets and liabilitiesAccounts receivable
    
    
    37
    
    
    
    (6
    )Prepaid expenses and other current assets
    
    
    259
    
    
    
    (283
    )Other assets
    
    
    52
    
    
    
    Accounts payable
    
    
    (1,088
    )
    
    
    (975
    )Accrued expenses
    
    
    1,175
    
    
    
    (233
    )Deferred revenue
    
    
    1,681
    
    
    
    1,357Net cash provided by (used in) operating activities
    
    
    3,886
    
    
    
    (1,830
    )Cash flows from investing activitiesPurchases of short-term marketable securities
    
    
    
    
    
    
    (2,294
    )Proceeds from maturities of short-term marketable securities
    
    
    3,050
    
    
    
    2,450Increase in restricted cash
    
    
    
    
    
    
    (92
    )Purchases of property and equipment
    
    
    (3,197
    )
    
    
    (985
    )Net cash used in investing activities
    
    
    (147
    )
    
    
    (921
    )Cash flows from financing activitiesProceeds from issuance of common stock pursuant to the exercise of stock options
    
    
    41
    
    
    
    11Repayments of notes payable
    
    
    
    
    
    
    (137
    )Payments of issuance costs for public offering of common stock
    
    
    (354
    )
    
    
    Net cash used in financing activities
    
    
    (313
    )
    
    
    (126
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,426
    
    
    
    (2,877
    )Cash and cash equivalents, beginning of period
    
    
    97,051
    
    
    
    8,786Cash and cash equivalents, end of period
    
    $
    100,477
    
    
    $
    5,909
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Constant Contact, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 1. Nature of the Business
  2. Summary of Significant Accounting Policies
 Basis of Presentation
    Use of Estimates
  4




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Revenue Recognition
 Revenue Recognition in Financial Statements Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right
to Use Software Stored on Another Entitys Hardware
 Software and Web Site Development Costs
 Accounting for Website Development Costs Application of AICPA Statement of Position 97-2 to Arrangements That
Include the Right to Use Software Stored on Another Entitys Hardware Accounting for the Costs of Computer Software Developed or Obtained for Internal Use
 Redeemable Convertible Preferred Stock Warrant
 Issuers Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar
Instruments on Shares that are Redeemable Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity
 Comprehensive Income (Loss)
   Three months endedMarch 31,2008
    
    
    2007Net income (loss)
    
    $
    338
    
    
    $
    (2,681
    )Other comprehensive loss:Unrealized losses on available-for-sale securities, net
    
    
    (2
    )
    
    
    Comprehensive income (loss)
    
    $
    336
    
    
    $
    (2,681
    )
 Net Income (Loss) Attributable to Common Stockholders Per Share
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Three months endedMarch 31,2008
    
    2007(in thousands)
    
    (in thousands)Weighted average shares used in calculating basic net income (loss) per share
    
    
    27,546
    
    
    
    3,729Stock options
    
    
    1,427
    
    
    
    Warrants
    
    
    1
    
    
    
    Restricted shares
    
    
    93
    
    
    
    Shares used in computing diluted net income (loss) per share
    
    
    29,067
    
    
    
    3,729
  March 31,2008
    
    2007(in thousands)
    
    (in thousands)Options to purchase common stock
    
    
    456
    
    
    
    1,672Warrants to purchase common stock or redeemable convertible preferred stock
    
    
    
    
    
    
    282Restricted shares
    
    
    
    
    
    
    132Redeemable convertible preferred stock
    
    
    
    
    
    
    17,147Total options, warrants, restricted shares and redeemable convertible
preferred stock exercisable or convertible into common stock
    
    
    456
    
    
    
    19,233
 Accounting for Stock-Based Compensation
 Share-Based Payment , Accounting for Stock-Based Compensation , Accounting for
Stock Issued to Employees ,
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Income Taxes
  Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109 Accounting for Income Taxes
  Segment Data
  Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement No. 115
 Fair Value
Measurements
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3. Stockholders Equity
 Warrants
   4. Stock-Based Awards
 Stock Incentive Plan
  Stock Purchase Plan
   Three months endedMarch 31,2008
    
    2007Cost of revenue
    
    $
    71
    
    
    $
    15Research and development
    
    
    147
    
    
    
    21Sales and marketing
    
    
    136
    
    
    
    11General and administrative
    
    
    206
    
    
    
    36$
    560
    
    
    $
    83
 Restricted Stock
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5. Income Taxes
    6. Accrued Expenses
 March 31,
    
    
    December 31,2008
    
    
    2007Payroll and payroll related
    
    $
    1,372
    
    
    $
    1,114Licensed software and maintenance
    
    
    638
    
    
    
    638Marketing programs
    
    
    509
    
    
    
    344Other accrued expenses
    
    
    1,935
    
    
    
    1,183$
    4,454
    
    
    $
    3,279
 7. Commitments and Contingencies
 Operating Leases
   Remainder of 2008
    
    $
    1,6632009
    
    
    2,2642010
    
    
    1,719$
    5,646
  Hosting Services
  Remainder of 2008
    
    $
    1,3052009
    
    
    1,9092010
    
    
    1,5812011
    
    
    1,6212012
    
    
    1,6612013
    
    
    774$
    8,851
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Letters of Credit
  Indemnification Obligations
  8. Related Parties
   9. Subsequent Events
 Public Offering
  10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with the unaudited condensed consolidated financial statements and the
related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited
consolidated financial statements and notes thereto and managements discussion and analysis of
financial condition and results of operations for the year ended December 31, 2007 included in our
Annual Report on Form 10-K , filed with the Securities and Exchange Commission, or SEC, on March 14,
2008. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These
statements are often identified by the use of words such as may, will, expect, believe,
anticipate, intend, could, estimate, or continue, and similar expressions or variations.
Such forward-looking statements are subject to risks, uncertainties and other factors that could
cause actual results and the timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to those discussed in the section titled Risk
Factors, set forth in Part II, Item 1A of this
quarterly report on Form 10Q and elsewhere in this report. The forward-looking
statements in this Quarterly Report on Form 10-Q represent our views as of the date of this
Quarterly Report on Form 10-Q . We anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these forward-looking statements at some
point in the future, we have no current intention of doing so except to the extent required by
applicable law. You should, therefore, not rely on these forward-looking statements as representing
our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q .
 Overview
    
   Sources of Revenue
  11




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Cost of Revenue and Operating Expenses
  Cost of Revenue.
  Research and Development.
 Sales and Marketing.
 General and Administrative.
 12




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Critical Accounting Policies
  
    
    Revenue recognition
    
    Income taxes
    
    Software and website development costs
    
    Stock-based compensation
   Results of Operations
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenue
 Cost of Revenue
 Research and Development Expenses
 13




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Sales and Marketing Expenses.
 General and Administrative Expenses.
 Interest and Other Income (Expense), Net.
 Liquidity and Capital Resources
   Cash Provided By Operating Activities
  14




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Cash Used in Investing Activities
  Cash
Used in Financing Activities
  Contractual Obligations
  Payments Due InLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 - 5 Years
    
    
    5 Years(In thousands)Operating lease obligations (1)
    
    
    5,646
    
    
    
    2,225
    
    
    
    3,421
    
    
    
    0
    
    
    
    0Contractual commitments
    
    
    8,851
    
    
    
    1,825
    
    
    
    3,376
    
    
    $
    3,070
    
    
    $
    580Total
    
    $
    14,497
    
    
    $
    4,050
    
    
    $
    6,797
    
    
    $
    3,070
    
    
    $
    580
 
 (1)
    
    In April 2008, we entered into an amendment to lease additional office space commencing
immediately and terminating in September 2010 representing additional minimum lease obligations of
$72,000, $124,000 and $93,000 in 2008, 2009 and 2010, respectively.  15




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Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement
No. 115
 Fair Value Measurements
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk.
 Interest Rate Sensitivity.
 
 Item 4T. Controls and Procedures
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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 Quarterly Report on Form 10-Q 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 differ 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.
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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.
  U.S. federal legislation entitled Controlling the Assault of Non-Solicited Pornography and
Marketing Act of 2003 imposes certain obligations on the senders of commercial emails, which could
minimize the effectiveness of our email marketing product, and establishes financial penalties for
non-compliance, which could increase the costs of our business.
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If economic or other factors negatively affect the small business sector, our customers may become
unwilling or unable to maintain accounts with us, which could cause our revenue to decline and
impair our ability to operate profitably.
  Evolving regulations concerning data privacy may restrict our customers ability to solicit,
collect, process and use data necessary to conduct email marketing campaigns or to send surveys and
analyze the results or may increase their costs, which could harm our business.
  As Internet commerce develops, federal, state and foreign governments may draft and propose new
laws to regulate Internet commerce, which may negatively affect our business.
  In the event we are unable to minimize our loss of existing customers or to grow our customer base
by adding new customers, our operating results will be adversely affected.
  As we expand our customer base through our marketing efforts, our new customers may use our
products differently than our existing customers and, accordingly, our business model may not be as
efficient at attracting and retaining new customers.
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The market in which we participate is competitive and, if we do not compete effectively, our
operating results could be harmed.
   If the security of our customers confidential information stored in our systems is breached or
otherwise subjected to unauthorized access, our reputation may be harmed, we may be exposed to
liability and we may lose the ability to offer our customers a credit card payment option.
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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.
   Competition for our employees is intense, and we may not be able to attract and retain the highly
skilled employees whom we need to support our business.
   If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share
and our revenue may decrease.
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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.
  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, demand for our email marketing products may decline.
  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.
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Any efforts we may make in the future to promote our services to market segments other than small
organizations or to expand our product offerings beyond email marketing may not succeed.
  Our customers use of our products 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.
   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 channel partners may be terminated or may not continue to be beneficial
in generating new email marketing customers, which could adversely affect our ability to increase
our customer base.
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Our growth could strain our personnel resources and infrastructure, and if we are unable to
implement appropriate controls and procedures to manage that growth, we may not be able to
successfully implement our business plan.
   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.
  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.
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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.
  If we are unable to protect the confidentiality of our unpatented proprietary information,
processes and know-how and our trade secrets, the value of our technology and products could be
adversely affected.
  Our use of open source software could impose limitations on our ability to commercialize our
products.
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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.
  
    
    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.
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We have incurred net losses in the past and expect to incur net losses in the future.
  We are incurring significant increased 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 carryforwards 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 securities analysts
or investors, our stock price could decline substantially.
  
    
    our ability to retain existing customers, attract new customers and satisfy our customers requirements;
    
    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;
    
    general economic conditions;
    
    the timing of additional investments in our hardware and software systems;
    
    regulatory compliance costs;
    
    costs associated with future acquisitions of technologies and businesses; and
    
    extraordinary expenses such as litigation or other dispute-related settlement payments.
  We may need additional capital in the future, which may not be available to us on favorable terms,
or at all, and may dilute your ownership of our common stock.
 
 
    
    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.
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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
acquired 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;
    
    changes in estimates of our financial results or recommendations by securities analysts;
    
    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;
    
    investors general perception of us; and
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
    
    changes in general economic, industry and market conditions.
  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.
  Future sales of shares by certain of our stockholders could cause our stock price to decline.
    Insiders have substantial control over us and will be able to influence corporate matters.
  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.
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
    
    authorize the issuance of blank check preferred stock that could be
issued by our board of directors to thwart 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.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6. Exhibits
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SIGNATURES
  CONSTANT CONTACT, INC.Date: May 9, 2008
    
    By:
    
    /s/ Gail F. GoodmanGail F. GoodmanPresident and Chief Executive Officer(Principal Executive Officer)Date: May 9, 2008
    
    By:
    
    /s/ Steven R. WassermanSteven R. WassermanVice President, Chief Financial Officer(Principal Financial Officer)
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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 by Chief Executive Officer.31.2
    
    

Certification
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32.1
    *
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive
Officer and Chief Financial Officer.
 
 *
    
    This certification shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that Section, nor shall it be
deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934. 34