##### 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 September 30, 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)
  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer  
þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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
    
    
    18ITEM 4T. CONTROLS AND PROCEDURES
    
    
    18PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 1A. RISK FACTORS
    
    
    19ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    32ITEM 6. EXHIBITS
    
    
    33SIGNATURES
    
    
    34EX-10.1 FIRST AMENDMENT TO LEASE DATED AS OF OCTOBER 8, 2008EX-31.1 CEO Cert pursuant to Section 302 of the Sarbanes-Oxley ActEX-31.2 CFO Cert pursuant to Section 302 of the Sarbanes-Oxley ActEX-32.1 CEO and CFO Cert pursuant to Section 906 of the Sarbanes-Oxley Act




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 Constant Contact, Inc.
 
 Condensed Consolidated Balance Sheets
(Unaudited)
 September 30,
    
    
    December 31,(In thousands, except share and per share data)
    
    2008
    
    
    2007AssetsCurrent assetsCash and cash equivalents
    
    $
    105,755
    
    
    $
    97,051Short-term marketable securities
    
    
    
    
    
    
    4,484Accounts receivable, net of allowance for
doubtful accounts of $10 and $11 as of
September 30, 2008 and December 31, 2007,
respectively
    
    
    73
    
    
    
    62Prepaid expenses and other current assets
    
    
    2,901
    
    
    
    1,701Total current assets
    
    
    108,729
    
    
    
    103,298Property and equipment, net
    
    
    15,155
    
    
    
    7,986Restricted cash
    
    
    308
    
    
    
    308Other assets
    
    
    219
    
    
    
    253Total assets
    
    $
    124,411
    
    
    $
    111,845Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    4,309
    
    
    $
    3,858Accrued expenses
    
    
    5,304
    
    
    
    2,928Deferred revenue
    
    
    14,101
    
    
    
    10,354Total current liabilities
    
    
    23,714
    
    
    
    17,140Other long-term liabilities
    
    
    385
    
    
    
    351Total liabilities
    
    
    24,099
    
    
    
    17,491Commitments and contingencies (Note 7)Stockholders equityPreferred stock, $0.01 par value; 5,000,000
shares authorized; no shares issued or
outstanding as of September 30, 2008 and
December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value; 100,000,000
shares authorized; 28,123,478 and
27,617,014 shares issued and outstanding as
of September 30, 2008 and December 31,
2007, respectively
    
    
    281
    
    
    
    276Additional paid-in capital
    
    
    143,237
    
    
    
    136,832Accumulated other comprehensive income
    
    
    
    
    
    
    2Accumulated deficit
    
    
    (43,206
    )
    
    
    (42,756
    )Total stockholders equity
    
    
    100,312
    
    
    
    94,354Total liabilities and stockholders equity
    
    $
    124,411
    
    
    $
    111,845
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Constant Contact, Inc.
 
 Condensed Consolidated Statements of Operations
(Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(In thousands, except per share data)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    22,859
    
    
    $
    13,517
    
    
    $
    61,797
    
    
    $
    34,628Cost of revenue
    
    
    6,554
    
    
    
    3,423
    
    
    
    16,986
    
    
    
    9,260Gross profit
    
    
    16,305
    
    
    
    10,094
    
    
    
    44,811
    
    
    
    25,368Operating expensesResearch and development
    
    
    3,935
    
    
    
    2,536
    
    
    
    10,965
    
    
    
    7,507Sales and marketing
    
    
    10,819
    
    
    
    6,742
    
    
    
    29,707
    
    
    
    19,537General and administrative
    
    
    2,564
    
    
    
    1,597
    
    
    
    6,888
    
    
    
    3,968Total operating expenses
    
    
    17,318
    
    
    
    10,875
    
    
    
    47,560
    
    
    
    31,012Loss from operations
    
    
    (1,013
    )
    
    
    (781
    )
    
    
    (2,749
    )
    
    
    (5,644
    )Interest income
    
    
    614
    
    
    
    139
    
    
    
    2,299
    
    
    
    419Interest expense
    
    
    
    
    
    
    (78
    )
    
    
    
    
    
    
    (151
    )Other expense
    
    
    
    
    
    
    (971
    )
    
    
    
    
    
    
    (1,809
    )Net loss
    
    
    (399
    )
    
    
    (1,691
    )
    
    
    (450
    )
    
    
    (7,185
    )Accretion of redeemable convertible preferred stock
    
    
    
    
    
    
    (271
    )
    
    
    
    
    
    
    (789
    )Net loss attributable to common stockholders
    
    $
    (399
    )
    
    $
    (1,962
    )
    
    $
    (450
    )
    
    $
    (7,974
    )Net loss attributable to common stockholders per
share: basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.51
    )
    
    $
    (0.02
    )
    
    $
    (2.10
    )Weighted average shares outstanding used in
computing per share amounts: basic and diluted
    
    
    28,036
    
    
    
    3,872
    
    
    
    27,813
    
    
    
    3,804
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Constant Contact, Inc.
 
 Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Nine Months EndedSeptember 30,(In thousands)
    
    2008
    
    
    2007Cash flows from operating activitiesNet loss
    
    $
    (450
    )
    
    $
    (7,185
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    3,859
    
    
    
    1,856Accretion of discount on investments
    
    
    (18
    )
    
    
    (114
    )Stock-based compensation expense
    
    
    1,961
    
    
    
    373Changes in fair value of redeemable convertible preferred stock warrant
    
    
    
    
    
    
    1,809(Recoveries
of) provision for bad debts
    
    
    (1
    )
    
    
    17Changes in operating assets and liabilities:Accounts receivable
    
    
    (10
    )
    
    
    (18
    )Prepaid expenses and other current assets
    
    
    (1,200
    )
    
    
    (783
    )Other assets
    
    
    34
    
    
    
    Accounts payable
    
    
    451
    
    
    
    658Accrued expenses
    
    
    2,376
    
    
    
    1,167Deferred revenue
    
    
    3,747
    
    
    
    3,717Other long-term liabilities
    
    
    34
    
    
    
    243Net cash provided by operating activities
    
    
    10,783
    
    
    
    1,740Cash flows from investing activitiesPurchases of short-term marketable securities
    
    
    
    
    
    
    (9,031
    )Proceeds from maturities of short-term marketable securities
    
    
    4,500
    
    
    
    7,000Increase in restricted cash
    
    
    
    
    
    
    (92
    )Acquisition of property and equipment
    
    
    (11,028
    )
    
    
    (2,913
    )Net cash used in investing activities
    
    
    (6,528
    )
    
    
    (5,036
    )Cash flows from financing activitiesProceeds from notes payable
    
    
    
    
    
    
    2,788Proceeds from issuance of common stock pursuant to exercise of stock options
and warrants
    
    
    211
    
    
    
    214Proceeds from issuance of common stock pursuant to employee stock purchase plan
    
    
    229
    
    
    
    Proceeds from issuance of common stock in connection with secondary public
offering, net of issuance costs of $746
    
    
    4,009
    
    
    
    Repayments of notes payable
    
    
    
    
    
    
    (772
    )Payments of issuance costs for initial public offering of common stock
    
    
    
    
    
    
    (1,329
    )Net cash provided by financing activities
    
    
    4,449
    
    
    
    901Net increase (decrease) in cash and cash equivalents
    
    
    8,704
    
    
    
    (2,395
    )Cash and cash equivalents, beginning of period
    
    
    97,051
    
    
    
    8,786Cash and cash equivalents, end of period
    
    $
    105,755
    
    
    $
    6,391
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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 the
Costs of Computer Software Developed or Obtained for Internal Use Accounting for Web Site Development Costs
 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 Loss
  5




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Three months endedSeptember 30,2008
    
    
    2007Net loss
    
    $
    (399
    )
    
    $
    (1,691
    )Other comprehensive loss:Unrealized gains on available-for-sale securities, net
    
    
    
    
    
    
    3Comprehensive loss
    
    $
    (399
    )
    
    $
    (1,688
    )
 Nine months endedSeptember 30,2008
    
    
    2007Net loss
    
    $
    (450
    )
    
    $
    (7,185
    )Other comprehensive loss:Unrealized (losses)/gains on available-for-sale securities, net
    
    
    (2
    )
    
    
    1Comprehensive loss
    
    $
    (452
    )
    
    $
    (7,184
    )
 Net Loss Attributable to Common Stockholders Per Share
   September 30,2008
    
    
    2007Options to purchase common stock
    
    
    2,357,889
    
    
    
    1,850,464Warrants to purchase common stock or redeemable convertible preferred stock
    
    
    520
    
    
    
    156,520Restricted shares
    
    
    60,008
    
    
    
    108,007Redeemable convertible preferred stock
    
    
    
    
    
    
    17,146,697Total options, warrants, restricted shares and redeemable convertible
preferred stock exercisable or convertible into common stock
    
    
    2,418,417
    
    
    
    19,261,688
 Accounting for Stock-Based Compensation
 Share-Based Payment , Accounting for Stock-Based Compensation,
 Income Taxes
  Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109 Accounting for Income Taxes
 6




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Fair Value of Financial Instruments
 Fair Value Measurements
 Segment Data
  Reclassification
  Recent Accounting Pronouncements
  The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles
 Accounting by Lessees for
Maintenance Deposits under Lease Agreements
 7




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3. Stockholders Equity
  Warrants
   4. Stock-Based Awards
 Stock Incentive Plan
  Stock Purchase Plan
   Three months endedSeptember 30,2008
    
    
    2007Cost of revenue
    
    $
    92
    
    
    $
    20Research and development
    
    
    190
    
    
    
    49Sales and marketing
    
    
    163
    
    
    
    36General and administrative
    
    
    312
    
    
    
    65Total
    
    $
    757
    
    
    $
    170
 Nine months endedSeptember 30,2008
    
    
    2007Cost of revenue
    
    $
    246
    
    
    $
    46Research and development
    
    
    501
    
    
    
    99Sales and marketing
    
    
    458
    
    
    
    71General and administrative
    
    
    756
    
    
    
    157Total
    
    $
    1,961
    
    
    $
    373
 8




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Restricted Stock
  5. Income Taxes
    6. Accrued Expenses
 September 30,
    
    
    December 31,2008
    
    
    2007Payroll and payroll related
    
    $
    2,194
    
    
    $
    1,114Licensed software and maintenance
    
    
    944
    
    
    
    638Marketing programs
    
    
    490
    
    
    
    344Other accrued expenses
    
    
    1,676
    
    
    
    832$
    5,304
    
    
    $
    2,928
 7. Commitments and Contingencies
 Operating Leases
    9




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Remainder of 2008
    
    $
    6292009
    
    
    2,7392010
    
    
    2,5352011
    
    
    8412012
    
    
    8582013 and thereafter
    
    
    5,764$
    13,366
 Hosting Services
  Remainder of 2008
    
    $
    5462009
    
    
    2,5302010
    
    
    1,5812011
    
    
    1,6212012
    
    
    1,6612013
    
    
    774$
    8,713
 Marketing Programs
  Letters of Credit
  Indemnification Obligations
  8. 401(k) Savings Plan
  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
    11




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




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General and Administrative.
 Critical Accounting Policies
  
    
    Revenue recognition;
    
    Income taxes;
    
    Software and website development costs; and
    
    Stock-based compensation.
   Results of Operations
 Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
 Revenue
 13




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Cost of Revenue
 Research and Development Expenses
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Interest and Other Income (Expense), Net.
 14




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Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
 Revenue
 Cost of Revenue
 Research and Development Expenses
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Interest and Other Income (Expense), Net.
 15




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Liquidity and Capital Resources
   Cash Provided By Operating Activities
  Cash Used in Investing Activities
  16




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Cash Provided by 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
    
    $
    13,366
    
    
    $
    2,662
    
    
    $
    3,871
    
    
    $
    1,725
    
    
    $
    5,108Contractual commitments
    
    
    8,713
    
    
    
    2,662
    
    
    
    3,211
    
    
    
    2,647
    
    
    
    193Marketing commitments
    
    
    6,497
    
    
    
    6,497
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    28,576
    
    
    $
    11,821
    
    
    $
    7,082
    
    
    $
    4,372
    
    
    $
    5,301
    17




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Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
  The Hierarchy of Generally Accepted Accounting
Principles The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles
 Accounting by Lessees for Maintenance Deposits under Lease Agreements
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk.
 Interest Rate Sensitivity.
 
 Item 4T. Controls and Procedures
  18




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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.
 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.
  If
economic conditions 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.
  Our business is substantially dependent on the market for email marketing services for small
organizations.
  19




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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.
  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.
  20




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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 harmed, we may be exposed to
liability and we may lose the ability to offer our customers a credit card payment option.
   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 attempt to 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.
  The market in which we participate is competitive and, if we do not compete effectively, our
operating results could be harmed.
  21




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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.
  22




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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.
  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.
  23




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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.
   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.
   24




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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 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.
  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.
  25




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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.
   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.
  26




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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 or cease selling certain products, 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 or discontinue the sales of certain
products 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;
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
    
    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 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 by us or our competitors;
    
    technical difficulties or interruptions in our services;
    
    general economic conditions, including a severe and prolonged
recession;
    
    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;
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
    
    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
    
    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.
  A significant portion of our total outstanding shares may be sold into the public market in the
near future, which could cause the market price of our common stock to drop significantly, even if
our business is doing well.
   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;
    
    established 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: November 7, 2008
    
    By:
    
    /s/ Gail F. Goodman

Gail F. GoodmanPresident and Chief Executive Officer(Principal Executive Officer)Date: November 7, 2008
    
    By:
    
    /s/ Steven R. Wasserman

Steven R. WassermanVice President, Chief Financial Officer(Principal Financial Officer)
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EXHIBIT INDEX
  Exhibit No.
    
    Description10.1*
    
    First Amendment to Lease dated as
of October 8, 2008 by and between McWhinney 409CC LLC and
Constant Contact, Inc.*31.1*
    
    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.
 
 *
    
    Filed herewith.+
    
    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. 35