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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
Commission file number: 001-33031
SHUTTERFLY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Registrant’s telephone number, including area code
(650) 610-5200
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes £ No R
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’
s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes R No £
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “
accelerated
filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated Filer £ Accelerated Filer R
Non
-accelerated Filer £ Smaller reporting company £
(Do not check if a smaller reporting company)
I ndicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
As of June 29, 2007, the last business day of our most recently completed second fiscal quarter, the aggregate market value of our Common Stock held by non-
affiliates based on the
closing price or our Common Stock on June 29, 2007 as reported on the NASDAQ Global Market was $523,696,054.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this reports, as specified in the responses to the item numbers involved:
Designated portions of the Proxy Statement relating to the 2008 Annual Meeting of the Stockholders to be held on May 22, 2008 (the “Proxy Statement”):
Part II (Item 5) and Part III
(Items 10, 11, 12, 13 and 14). Except with respect to information specifically incorporated by reference in the Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.
R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
or
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Delaware
94
-
3330068
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
2800 Bridge Parkway, Suite 101
94065
Redwood City, California
(Address of Principal Executive Offices)
(Zip Code)
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $0.0001 Par Value Per Share
Nasdaq Global Market
Class
Outstanding at February 29, 2008
Common stock, $0.0001 par value per share
25,001,631 shares
1